Supply Agreement - PET Net Pharmaceuticals Inc. and Isotec Inc.
AGREEMENT
BETWEEN
P.E.T. NET PHARMACEUTICALS, INC., 810 Innovation Drive, Knoxville, Tennessee,
37982, U.S.A., Hereinafter referred to as "PETNET"
AND
ISOTEC, INC., 3858 Benner Road, Miamisburg, Ohio 45342, hereinafter referred to
as "ISOTEC"
Whereas ISOTEC produces and supplies O-18 enriched Water (Hereinafter referred
to as "Water") and Nitrogen -15N enriched Nitrogen / Oxygen gas Mixture
(Hereinafter referred to as "Nitrogen/Oxygen Mixture") and
Whereas PETNET wishes to purchase Water and Nitrogen/Oxygen Mixture from ISOTEC,
and
Whereas PETNET is interested in ensuring its bang-term needs of Water and
Nitrogen/Oxygen Mixture, and
IT IS HEREBY AGREED AS FOLLOWS:
1. The preamble to this Agreement is an integral part of the Agreement.
2. PETNET hereby orders from ISOTEC Water:
For The Year 2002
6,600 grams of Water
100 STPL of Nitrogen/Oxygen Mixture
For The Year 2003
8,400 grams of Water
100 STPL, of Nitrogen/Oxygen Mixture
ISOTEC will deliver each annual order in agreed upon partial shipments.
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3. In addition to the above-mentioned deliveries, ISOTEC may supply
additional quantities of new Water as production allows, as follows:
600 grams of Water during the year 2002
1200 grams of Water during the year 2003
PETNET and ISOTEC should meet in October of each year to discuss future
requirements in addition to the ones specified in Sections 2 and 3 and
set prices according to Section 6.
4. It is agreed that PETNET is purchasing the Water and the
Nitrogen/Oxygen Mixture for PETNET's own use and will only sell product
when packaged with the sale of PETNET's cyclotron service contracts
and to PETNET centers. PETNET will not sell product directly or
indirectly to any third parties other than the situation above.
5. The target specifications of the Water supplied by ISOTEC are described
in Appendix A and the specifications for the Nitrogen/Oxygen Mixture
are described in Appendix B.
6. Price of Water for the year 2002 is $ * per gram.
Price of Water for the year 2003 will increase no more than * % over
the year 2000 price, or decrease by no more than * % under the year
2002 price. Price of Nitrogen/Oxygen Mixture for the year 2002 and 2003
is $ * per STPL plus freight and plus the cylinder that contains the
gas.
If PETNET receives a bona fide offer for Water enriched 95% minimum for
6000 grams minimum for any year, after the first year, and if a copy of
the offer or contract is provided to ISOTEC, then ISOTEC will reduce or
increase the price accordingly within the limits of this Section or
negotiate in good faith a new contract price based on current fair
marketing. Payment terms are 30 days after issuing the invoice.
* Omitted information is the subject of a request for confidential treatment
pursuant to Rule 406 under the Securities Act of 1933 and has been filed
separately with the Securities and Exchange Commission.
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7. This Agreement will be effective upon signing thereof and will be valid
until December 31, 2003.
8. Force majeure
Neither party shall be liable to the other party for non-performance or
delay in performance of any of its obligations under this Agreement due
to causes reasonably beyond its control including fire, flood, strikes,
government regulations, and riots. Upon occurrences of such force
majeure condition, the affected party shall immediately notify the
other party with as much detail as possible and shall promptly inform,
the other party of any future development immediately. After cause is
removed, the affected party shall perform such obligations with all due
speed.
9. Termination
Any party may terminate this Agreement by a written notice in case:
a. Of a material breach of this Agreement by any of the parties, or
b. If any of the parties is dissolved or ceases operations.
FOR AND ON BEHALF OF
P.E.T. NET PHARMACEUTICALS, INC.
/s/ 1/3/02
------------------------------------- -------------------------------
Date Date
For and on behalf of
ISOTEC, INC.
/s/ 12/31/01
------------------------------------- -------------------------------
Date
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APPENDIX A
PRODUCT SPECIFICATIONS
18O ENRICHED WATER
ISOTEC PART NUMBER T88-70022
PETNET PART NUMBER 7350000-00 THROUGH 735000-03
ISOTOPIC COMPOSITION VALUE UNITS METHOD
18O > or = 95.0 Atomic % Mass Spec
CHEMICAL COMPOSITION
H2O < or = 2 ppm ICP MS
Ca < or = 2 ppm ICP MS
Mg < or = 2 ppm ICP MS
Na < or = 2 ppm ICP MS
K < or = 2 ppm ICP MS
Fe < or = 2 Ppm ICP MS
Zn < or = 2 Ppm ICP MS
Cu < or = 2 Ppm ICP MS
F < or = 2 Ppm ICP MS
Cl < or = 2 Ppm ICP MS
Br < or = 2 Ppm ICP MS
I < or = 2 Ppm ICP MS
P < or = 2 Ppm ICP MS
S < or = 2 Ppm ICP MS
C < or = 2 Ppm TOC
NH4+ < or = 2 Ppm HPLC
NO3- < or = 2 Ppm HPLC
Appearance: Clear, colorless, free of visible particulate matter
Bioburden: < or = 100 CFU/gm
Pyrogenicity: < or = 0.25 EU/ml
ConduPETNETvity: < or = 20 umho/cm (uS/cm
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PRODUCT SPECIFICATIONS
(continued)
pH: 6.0-8.0
Packaging:
10gm, type 1 borosilicate vial, Teflon lined, gray butyl rubber or
silicone stopper, aluminum crimp seal.
Each shipment to contain signed certificates of analysis for every lot
number shipped.
Labeling:
Product name, weight in grams, isotopic enrichment, manufacturer's name
and lot, manufacturer's product number, date of manufacturer.
Appearance:
o Clear
o Colorless
o Free of visible particulate matter
Vial Packaging:
o Nominal sizes 10 gram vial
o Type 1 borosilicate glass vials
o Gray butyl rubber, Teflon coated stopper
o Aluminum crimp seal
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PRODUCT SPECIFICATIONS
(continued)
Label:
o Product name and manufacturer's part number
o Weight in grams
o Isotopic Enrichment
o Manufacturer's name and address
o Lot number
o Date of manufacture
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APPENDIX B
PRODUCT SPECIFICATIONS
NITROGEN-15N2 (95%)/OXYGEN (RG) GAS MIX RATIO 39:1
ISOTEC PART NUMBER T88-70022
Chemical Purity Min 99.5%
Isotopic Enrichment Min 95 atom %
15N2/O2 ration 32.3:1-39.0:1
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