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Full Doc
 | 2003 |
Supply Agreement [Amended and Restated No. 2]
Supply Agreement [Amended and Restated No. 2] (160K)
Doc #129808: Click preview link for longer preview.
SECOND AMENDED AND RESTATED SUPPLY AGREEMENT
THIS SECOND AMENDED AND RESTATED SUPPLY AGREEMENT, dated July 1, 2003 (this "Agreement"), is made and entered into by and between SYSCO CORPORATION, a Delaware corporation (hereinafter referred to as "Sysco"), and AIPC SALES CO., a Delaware corporation (hereinafter referred together as "AIPC").
1. Recitals.
1.1 AIPC currently supplies product to Sysco from its pasta plants in Excelsior Springs, Missouri, Columbia, South Carolina and Tolleson, Arizona (together hereinafter referred to as the "Plants") pursuant to the terms of that certain Amended and Restated Supply Agreement dated October 29, 1992 (the "Former Agreement") between American Italian Pasta Company ("Parent") and Sysco.
1.2 Sysco currently markets and distributes pasta supplied to it by AIPC pursuant to the terms of the Former Agreement.
1.3 The Former Agreement was assigned to AIPC pursuant to an Assignment Agreement dated ________________, 200_, among Parent, AIPC and Sysco.
1.4 Sysco desires to continue to market and distribute pasta supplied to its operating divisions, subsidiaries and other entities ("Operating Companies") by AIPC in accordance with the terms hereof and AIPC desires to continue to supply pasta to Sysco for food service distribution at a price and in amounts sufficient to insure Sysco a readily available, cost competitive and high quality source of pasta in accordance with the terms hereof.
1.5 Sysco proposes to continue to make all Sysco brand pasta sales opportunities available through it to AIPC in accordance with the terms hereof.
1.6 Sysco and AIPC desire to amend and restate the Former Agreement in its entirety with this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AIPC and Sysco agree as follows:
2. Purchases and Sales of Products.
2.1 Products Purchased. AIPC shall manufacture at the Plants and sell to Sysco and Sysco shall purchase from AIPC, in such quantities and at such times as mutually agreed upon by the parties hereto, those pasta products set forth by stock keeping unit ("SKU") on Exhibit 2.1 attached hereto (the "Products"). The parties hereto may amend Exhibit 2.1 from time to time to add or delete Products as mutually agreed by them in writing. AIPC shall maintain an inventory of Products sufficient to assure that Sysco's orders hereunder will be supplied in the ordinary course of business and consistent with past practice under the Former
129808
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Blackwell
As referenced in this Supply Agreement [Amended and Restated No. 2]:
Blackwell Sanders – MO 64116-0696
Attn: Chief Financial Officer
Telephone: (816) 584-5634
Telefax: (816) 584-5734
Blackwell Sanders Peper Martin, LLP
2300 Main Street, Suite 1000
Kansas City, MO 64108
Attn: James
dt 29608
;
| AIPC Sales Co.;
American Italian Pasta Co.
|
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 | 2003 |
Supply Agreement
Supply Agreement (15K)
Doc #130015: Click preview link for longer preview.
SUPPLY AGREEMENT
This Supply Agreement (the Agreement) is entered into as of July 3, 2003 by and among Apio, Inc., a Delaware corporation (Apio), Apio Fresh LLC, a California limited liability company (Apio Fresh) and each of the growers set forth on Exhibit A attached hereto (the Growers). This Agreement and all rights and obligations of the parties hereunder shall be effective as of June 30, 2003 (the Effective Date).
The parties to this Agreement agree as follows:
1. Terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Purchase Agreement between the parties hereto dated as of the date hereof (the Purchase Agreement). In addition, as used herein the following terms shall have the following meanings:
Black Dog shall mean Black Dog Farms of California, 530 West 6th Street, Holtville, California 92250.
Export Business shall mean Apios export business operated through its wholly-owned subsidiary Cal-Ex Trading Company (Cal-Ex), other than with respect to the export of artichokes.
Grower Contract shall mean any contract, purchase order or other arrangement between any Grower or Apio Fresh on the one hand, and Apio on the other, entered into from time to time for the supply of Produce.
130015
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Wal-Mart Stores
As referenced in this Supply Agreement:
Wal-Mart Stores, Inc – sales to Wal-Mart and (3)
Apios proprietary and patented modified atmosphere packaging know-how and related proprietary technology.
Wal-Mart shall mean Wal-Mart Stores, Inc ., and any of its subsidiaries, including but not limited to Sams Club.
2. During the term of this Agreement, Apio Fresh and _____________
dt 278175
;
Apio Fresh LLC;
| Apio, Inc.;
Landec Corp.
|
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 | 2003 |
Supply Agreement
Supply Agreement (87K)
Doc #130022: Click preview link for longer preview.
SUPPLY AGREEMENT
This Supply Agreement (the Agreement) is made as of March 31, 2003 (the Effective Date) by and between SEARS, ROEBUCK AND CO., a New York corporation (Sears) with offices at 3333 Beverly Road, Hoffman Estates, Illinois 60179, and Easco Hand Tools, Inc., a Delaware corporation with offices at 125 Powder Forest Drive, Simsbury, Connecticut 06070 (Easco) , Lea Way Handtool Co., Ltd., a corporation formed under the laws of the Republic of China with offices at 288 Hou Tswang Road, Pei Twen District, Taichung, Taiwan (Lea Way), and Jessie & J Co., Ltd., a Hong Kong corporation with offices at Rm 1010, Tower A, Hung Hum Commercial Center, 39 Ma Tau Wai Road, Hung Hom, Kowloon, Hong Kong (Jessie & J), collectively doing business as Danaher Tool Group. Easco, Lea Way and Jessie & J are collectively referred to herein as Seller.
In consideration of the mutual covenants and promises this Agreement contains and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. VENDOR AGREEMENT.
This Agreement is a Vendor Agreement pursuant to the Universal Terms and Conditions between Seller and Sears of even date herewith (the UTC). The UTC, including the Vendor Information Guide (as supplemented and modified by Sears, the Vendor Guide, provided that no supplement or modification to the Vendor Guide that results in additional obligations of or costs to Seller shall be effective against Seller if Seller objects to it in writing to Sears within 60 days after Sears e-mails notice of such supplement or modification to registered users of the Sears Business Exchange) incorporated into the UTC by reference, is incorporated into this Agreement. References herein to the Vendor Guide will mean the domestic Vendor Information Guide with respect to Domestic Products and the International Vender Information Guide with respect to Import Products. This Agreement will control over the UTC in case the terms of this Agreement are contradictory to or inconsistent with the terms of the UTC. All capitalized terms used but not defined herein will have the meaning ascribed to them in the UTC.
2. DEFINITIONS, SUPPLY AND PURCHASE OBLIGATIONS; PURCHASE ORDERS; FORECASTS; ACCEPTANCE.
2.1. Definitions.
(a) Mechanics Hand Tools shall mean sockets (excluding impact sockets), ratchets, wrenches, adapters, extension bars, nutdrivers, hex keys, torque wrenches,
130022
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Wilmer Cutler
As referenced in this Supply Agreement:
Wilmer, Cutler – Connecticut 06070
Attn.: President, Special Markets Division
Facsimile: (860) 843-7398
With a copy to:
Wilmer, Cutler & Pickering
2445 M Street, NW
Washington, D.C. 20037
Attn.: Mark A. Dewire
dt 32229
;
| Danaher Corp.
|
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 | 2003 |
Supply Agreement
Supply Agreement (89K)
Doc #130152: Click preview link for longer preview.
SUPPLY AGREEMENT
This Supply Agreement (this "Agreement") is made and entered into as of April 2, 2003 ("Effective Date"), by and between Midas International Corporation, a Delaware corporation ("MIC"), Parts Warehouse, Inc., a Delaware corporation ("PWI") (MIC and PWI are sometimes referred to herein collectively as "Midas"), having their principal offices at 1300 Arlington Heights Road, Itasca, Illinois 60143, and AutoZone, Inc., a Nevada corporation, ("AutoZone") having its principal offices at 123 South Front Street, Memphis, Tennessee 38103.
WHEREAS, AutoZone desires to purchase from Midas, and Midas desires to sell to AutoZone, all of the Lifted Inventory (as hereinafter defined), on the terms and subject to the conditions set forth herein; and
WHEREAS, AutoZone and Midas desire to have AutoZone serve as (i) the exclusive supplier of Midas-brand Products (as hereinafter defined) to any and all current and future Midas shops, whether franchised or owned by Midas or its affiliates, located in the United States (collectively, "Midas Shops"), (ii) a supplier of non-Midas Stocking Products (as hereinafter defined) to Midas Shops, and (iii) a supplier of Non-Stocking Products (as hereinafter defined) to Participating Midas Shops (as hereinafter defined), all on the terms and subject to the conditions set forth herein; and
WHEREAS, in order to serve as the exclusive supplier of Midas-brand Products to Midas Shops, AutoZone and Midas desire to enter into a supply arrangement whereby AutoZone shall purchase from Midas, and Midas shall sell to AutoZone, Midas Manufactured Products (as hereinafter defined) at such times and in such quantities as required by AutoZone to service the Midas Manufactured Product needs of the Midas Shops, on the terms and subject to the conditions set forth herein.
WHEREAS, AutoZone (or an affiliate) and Midas shall enter into a license agreement that will permit AutoZone (or an affiliate) to procure and sell to Midas Shop Midas-brand Products in addition to Midas Manufactured Products, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements of the parties set forth herein, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. SALE AND PURCHASE OF LIFTED INVENTORY -------------------------------------
(a) Lifted Inventory. On the terms and subject to the conditions contained herein, Midas agrees to sell to AutoZone, and AutoZone agrees to purchase from Midas in accordance with the timeline specified in Section 1(b) and at the price specified in Section 1(e) of this Agreement, free and clear of any security interest, mortgage, lien, charge, restriction, encumbrance, conditional sale agreement, claim, pledge or right of any party (collectively, "Liens"), the types and quantities (subject to reduction for availability and the quality standards outlined below) of Midas-brand and non-Midas brand Products identified on Schedule 1 hereto (collectively, the "Lifted Inventory"). For purposes of this Agreement, "Products" shall mean Midas-brand and non-Midas brand automotive parts, accessories and supplies, collectively. The parties agree that the Lifted Inventory shall only consist of (and, accordingly, AutoZone shall only purchase from Midas pursuant to this Section 1) Products that are in good and merchantable condition, in appropriate packaging in good condition, and of a quality usable and sellable in the ordinary course of Midas' business and should otherwise be acceptable for purchase by Midas Shops and their customers. AutoZone acknowledges that the Lifted Inventory may consist of Products that are manufactured or acquired by Midas after the date hereof. Midas shall not order or manufacture Products of the types contained in the Lifted Inventory in amounts in excess of those reasonably believed by Midas to be necessary to continue its ordinary course of business, consistent with past practices, between the date of this Agreement and the final Closing (as defined in Section 1(b) below). However, AutoZone shall not be required to purchase Lifted Inventory in excess of the types and quantities of Products specified on Schedule 1 hereto (although it may do so, if AutoZone so desires).
{PAGE}
(b) Schedule of Closings. The parties acknowledge that the sale and purchase of the Lifted Inventory described in Section 1(a) above must be consummated in a manner that does not disrupt Product deliveries to Midas Shops. Accordingly, the parties agree that such sale and purchase transaction shall occur pursuant to separate "phased" closings (each, a "Closing" and, collectively, the "Closings"). The timeline for the Closings shall be developed by mutual agreement of the parties, with the last Closing occurring no later than November 30, 2003. Each Closing corresponds to the shutdown by Midas of one or more of its existing distribution centers (each, a "Midas DC"), and the Parts Warehouse, Inc. ("PWI") locations serviced by such shutdown Midas DC, and, in turn, the transition of the shutdown Midas DC's (and the corresponding shutdown PWI locations') distribution business to one or more AutoZone distribution centers (each, an "AutoZone DC").
(c) Ordering Procedure.
(i) Initial Lifted Inventory Orders. In partial fulfillment of AutoZone's obligations to purchase the Lifted Inventory as listed in Schedule 1 (subject to the limitations set forth in Section 1(a)), prior to each Closing, AutoZone shall issue to Midas, via electronic data interchange (EDI), one or more orders covering, in the aggregate, the types and quantities of Products mutually determined by the parties as necessary to fulfill the ongoing Product inventory needs of the Midas Shops serviced by the Midas DC to be shutdown (and its corresponding PWI locations to be shutdown), as well as those of AutoZone's existing customers, for delivery to the applicable AutoZone DC(s).
(ii) Remaining Lifted Inventory. The balance of the Lifted Inventory specified on Schedule 1 not purchased pursuant to Section 1(c)(i) (but subject to the limitations set forth in Section 1(a)) shall be purchased by AutoZone pursuant to one or more separate Product orders issued to Midas no later than November 30, 2003.
(d) Delivery. Midas shall use commercially reasonable efforts to pick, pack and ship each Product order placed by AutoZone pursuant to Section 1(c) above promptly after its receipt of such order. Regarding Product orders that do not relate to a specific Closing, the parties agree to work together in good faith to develop an orderly delivery schedule and process which is mutually acceptable to the parties. Midas shall be responsible for the freight charges relating to all shipments of Lifted Inventory from Midas to AutoZone (FOB the applicable AutoZone DC or AutoZone supplier). All right, title and interest in and to the Lifted Inventory shall transfer to AutoZone upon delivery. Midas' failure, for any reason, to ship all or any portion of a Product order issued by AutoZone pursuant to Section 1(c) above shall not constitute an Event of Default (as hereinafter defined) by Midas. Rather, as provided in Section 1(e) below, such failure shall simply be taken into account for purposes of calculating the Purchase Price (as hereinafter defined) to be paid by AutoZone hereunder.
(e) Purchase Price.
(i) Calculation. The total purchase price to be paid by AutoZone to Midas for the Lifted Inventory (the "Purchase Price") shall be the product of (i) the actual number of units of each Product purchased by AutoZone from Midas under this Section 1, multiplied by (ii) the applicable price for such Product as set forth on Schedule 1 hereto.
(ii) Payments. Individual shipments of Lifted Inventory from Midas to an AutoZone DC or an AutoZone supplier shall be billed to AutoZone at the applicable price for such Products as set forth on Schedule 1 hereto. Shipments shall be billed on an individual Product order basis, where practical. Subject to Subsection 1(e)(iii) below, payment terms are net [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] calendar days. All Purchase Price installments must be paid by either FEDWIRE, ACH or EFT (unless factored as stated in Subsection 1(e)(iii) below).
(iii) Factoring Arrangement. As a material inducement to Midas' agreement to grant [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] terms to AutoZone, as provided in Subsection 1(e)(ii) above, AutoZone shall introduce Midas to a program
130152
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AutoZone
As referenced in this Supply Agreement:
AutoZone, Inc. – Warehouse, Inc., a Delaware corporation
("PWI") (MIC and PWI are sometimes referred to herein collectively as "Midas"),
having their principal offices at 1300 Arlington Heights Road, Itasca, Illinois
60143, and AutoZone, Inc. , a Nevada corporation, ("AutoZone") having its
principal offices at 123 South Front Street, Memphis, Tennessee 38103.
WHEREAS, AutoZone desires to purchase from Midas, and Midas desires to sell to
_____________
AutoZone, Inc. – applicable Midas Shop.
10. COMMUNICATIONS.
---------------
Every notice and correspondence under this Agreement shall be given in
writing to the following address:
If to Midas: If to AutoZone:
Midas International Corporation AutoZone, Inc.
Attention: General Counsel Attention: Vice President, AZ Commercial
1300 Arlington Heights Road 123 South Front Street, Dept. 9011
Itasca, Illinois 60143 Memphis, Tennessee 38103
With copy to:
AutoZone, Inc.
_____________
AutoZone, Inc. – Corporation AutoZone, Inc.
Attention: General Counsel Attention: Vice President, AZ Commercial
1300 Arlington Heights Road 123 South Front Street, Dept. 9011
Itasca, Illinois 60143 Memphis, Tennessee 38103
With copy to:
AutoZone, Inc.
Attention: General Counsel
123 South Front Street, Dept. 8074
Memphis, Tennessee 38103
11. TERMINATION.
------------
Upon expiration of this Agreement, or any termination of this Agreement by
AutoZone pursuant to _____________
Autozone, Inc. – may mutually agree. The arbitration shall have three arbitrators.
IN WITNESS WHEREOF, the parties have signed this Supply Agreement on the
date first above written.
19
{PAGE}
Midas International Corporation Autozone, Inc.
By: By: /s/ Steve Odland
--------------------------------- ---------------------------------
Signature Signature
Name: Name: Steve Odland
--------------------------------- ---------------------------------
Title: Title: Chairman, President & CEO
--------------------------------- ---------------------------------
Date: Date: April 2, 2003
---------------------------------
Parts Warehouse, Inc.
By: By: /s/ Harry L. _____________
dt 1508102
;
Midas International Corporation;
| Parts Warehouse, Inc.;
Midas Inc.
|
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Full Doc
 | 2002 |
License and Supply Agreement [Amendment No. 1]
License and Supply Agreement [Amendment No. 1] (6K)
Doc #352308: Click preview link for longer preview.
FIRST AMENDMENT TO LICENSE AND SUPPLY AGREEMENT
This First Amendment to License and Supply Agreement (this "Amendment") is entered as of January 1, 2002 (the "Effective Date"), by and among ADVANCED TISSUE SCIENCES, INC., a Delaware corporation ("ATS"), and BIOZHEM COSMECEUTICALS, INC. a Texas corporation ("Buyer").
WHEREAS, ATS And Buyer have entered into a Development, License and Supply Agreement dated September 25, 2000;
WHEREAS, certain changes have occurred in development timelines and strategies which require adjustments to the terms of the Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the terms, covenants and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ATS and Buyer agree that the License and Supply Agreement will be amended as follows:
I. The parties agree that Section 1.6 of the Agreement shall be deleted and replaced with the following new Section 1.6:
1.6 "Contract Year" shall be a twelve month period commencing on January 1st of any year the Agreement is in effect. The First Contract Year is the period from January 1, 2002 until December 31, 2002.
II. The parties agree that Section 5.1.1.1 of the Agreement shall be deleted and replaced with the following new Section 5.1.1.1:
5.1.1.1 on or before November 30, 2002 a payment in the amount of One Million Dollars ($1,000,000);
III. The parties agree to add the following new Section 3.6.8 related to Buyer's Obligations:
3.6.8 that the apportionment of revenue to the Licensed Product shall be according to the following schedule:
3.6.8.1 100% to ATS on individual purchases of Licensed Product
3.6.8.2 80% to ATS on purchased of one licensed Product packaged with one or two Buyer or other third party products
3.6.8.3 70% to ATS on purchases of one Licensed Product packaged with three or more Buyer or other third party products
3.6.8.4 For offerings, if any, containing more than one Licensed Product, the parties will negotiate in good faith to determine apportionment of
352308
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Advanced Tissue
As referenced in this License and Supply Agreement [Amendment No. 1]:
ADVANCED
TISSUE SCIENCES, INC – FIRST AMENDMENT TO LICENSE AND SUPPLY AGREEMENT
This First Amendment to License and Supply Agreement (this "Amendment")
is entered as of January 1, 2002 (the "Effective Date"), by and among ADVANCED
TISSUE SCIENCES, INC ., a Delaware corporation ("ATS"), and BIOZHEM
COSMECEUTICALS, INC. a Texas corporation ("Buyer").
WHEREAS, ATS And Buyer have entered into a Development, License and
Supply Agreement dated September 25, 2000;
_____________
ADVANCED TISSUE SCIENCES, INC – days following
the end of the applicable quarter.
2
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
be effective as of the date first written above.
ADVANCED TISSUE SCIENCES, INC .
By: /s/ Gail K. Naughton
---------------------------------------
Title: President
------------------------------------
Print Name: Gail K. Naughton
-------------------------------
BIOZHEM COSMECEUTICALS, INC.
By: /s/ J. S. Chapin
---------------------------------------
Title: CEO
------------------------------------
Print Name: J. S. Chapin
-------------------------------
3
{/TEXT}
{/ _____________
dt 1327389
;
|
BIOZHEM
As referenced in this License and Supply Agreement [Amendment No. 1]:
BIOZHEM
COSMECEUTICALS, INC. – Amendment to License and Supply Agreement (this "Amendment")
is entered as of January 1, 2002 (the "Effective Date"), by and among ADVANCED
TISSUE SCIENCES, INC., a Delaware corporation ("ATS"), and BIOZHEM
COSMECEUTICALS, INC. a Texas corporation ("Buyer").
WHEREAS, ATS And Buyer have entered into a Development, License and
Supply Agreement dated September 25, 2000;
WHEREAS, certain changes have occurred in development timelines _____________
BIOZHEM COSMECEUTICALS, INC. – have executed this Amendment to
be effective as of the date first written above.
ADVANCED TISSUE SCIENCES, INC.
By: /s/ Gail K. Naughton
---------------------------------------
Title: President
------------------------------------
Print Name: Gail K. Naughton
-------------------------------
BIOZHEM COSMECEUTICALS, INC.
By: /s/ J. S. Chapin
---------------------------------------
Title: CEO
------------------------------------
Print Name: J. S. Chapin
-------------------------------
3
{/TEXT}
{/DOCUMENT} _____________
dt 1443549
|
Preview
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 | 2000 |
License and Supply Agreement
License and Supply Agreement (143K)
Doc #352342: Click preview link for longer preview.
LICENSE AND SUPPLY AGREEMENT
This License and Supply Agreement (this "Agreement") is entered as of the Effective Date, by and between ADVANCED TISSUE SCIENCES, INC., a Delaware corporation ("ATS"), and BIOZHEM COSMECEUTICALS INC., A TEXAS CORPORATION ("Buyer").
WHEREAS, ATS is a leading tissue engineering company engaged in the development of human-based tissue products for therapeutic applications;
WHEREAS, certain of the living cells cultured by ATS produce a nutrient solution (the "ATS Nutrient Solution," as more specifically described in Exhibit ------- A hereto); -
WHEREAS, Buyer wishes to obtain exclusive rights to use the ATS Nutrient Solution in Buyer's skin care products for sales in the Marketplace (as defined below), and ATS is willing to grant such rights to Buyer and to supply Buyer with ATS Nutrient Solution pursuant to the terms and conditions of this Agreement;
WHEREAS, in connection with this Agreement, Buyer is issuing ATS a warrant to purchase [**] of its shares of Common Stock outstanding as of the Effective Date (subject to certain adjustments) at a [**
] pursuant to a Warrant to Purchase Common Stock of even date herewith substantially in the form of Exhibit C attached hereto; ---------
WHEREAS, in connection with this Agreement, Buyer and ATS are entering into the Investor Rights Agreement of even date herewith substantially in the form of Exhibit D attached hereto, which provides for, among other things, ATS's --------- registration rights; and
NOW, THEREFORE, in consideration of the foregoing premises and the terms, covenants and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ATS and Buyer agree as follows:
1. DEFINITIONS -----------
1.1 "ATS Nutrient Solution" has the meaning set forth in the Recitals above.
1.2 "ATS Patent Right(s)" means those certain inventions described in claims of those patents set forth on attached Exhibit 1.2 or an amendment, equivalent, counterpart, reissue, extension or continuation (including, without limitation, a continuation-in-part or a subdivision) of the foregoing Patent(s).
1.3 "Affiliate" means any company owned or controlled to the extent of at least fifty percent (50%) of its issued and voting capital by a party to this Agreement and any other company so owned or controlled (directly or indirectly) by any such company or the owner of any such company.
1.4 "Agreement" means this License and Supply Agreement, as amended from time to time.
1.5 "Buyer Product(s)" means Buyer's branded skin care products, including lip gloss and nail care products, but excluding any of Buyer's hair care and hair growth product(s).
1
{PAGE}
1.6 "Contract Year" shall be a twelve month period commencing on April 1st of any year the Agreement is in effect. The First Contract Year is the period from April 1, 2001 until March 31, 2002.
1.7 "Delivery Date" means an acknowledged and confirmed date for which delivery of ATS Nutrient Solution is properly requested in a purchase order.
1.8 "Effective Date" shall be September 25, 2000.
1.9 "FDA" means the United States Food and Drug Administration or any successor agency or authority, the approval of which is required to market healthcare products in the United States.
1.10 "First Commercial Sale" means the first commercial sale by Buyer or its sublicensees (if any) of a Licensed Product.
1.11 "Gross Sales" means, with respect to a Licensed Product, the gross amount invoiced by Buyer to unrelated third parties for the Licensed Product, without deduction, except for customer returns. Such amounts shall be determined from the books and records of Buyer which shall be maintained in accordance with generally accepted accounting principles.
1.12 "Intellectual Property Rights" means Patent rights, copyrights, trade secret rights and all other intellectual property rights of any sort.
1.13 "Inventions" means all inventions, discoveries, improvements or other technology conceived or reduced to practice during the term of this Agreement solely or jointly by employees or others acting on behalf of Buyer or ATS or their Affiliates to the extent relating to the ATS Nutrient Solution, the Manufacturing Know-How or any improvements thereto.
1.14 "Licensed Product" means any Buyer Product which incorporates the ATS Nutrient Solution (in any concentration quantity), or if it does not contain ATS Nutrient Solution, the manufacture or use of which would infringe an ATS Patent Right.
1.15 "Manufacturing Know-How" shall mean all information, techniques, practices, methods, knowledge, skill and data, which are not generally known including, but not limited to, a proprietary "trade secret" or other Intellectual Property Right, whether or not patentable or copyrightable, relating to or useful for the production, assembly, manufacture, storage and/or transport of the ATS Nutrient Solution.
1.16 "Marketplace" means the [** ] direct response market of sales of Buyer Product(s) to end consumers by telephone (including Buyer infomercials and televised shopping channels), through Buyer-branded or co-branded World Wide Web site(s), and Buyer-branded stores and kiosks. For purposes of clarity and without expanding the foregoing, "Marketplace" shall not include mass market retail, physician offices, spas, or any rights outside the Marketplace.
1.17 "Patent(s)" means all patents, both foreign and domestic (including without limitation, all substitutions, extensions, reissues, renewals, reexaminations, patents of addition, supplementary protection certificates and inventors' certificates thereof), and all patent applications (including provisional applications, divisions, continuations and continuations-in-part), heretofore or hereafter filed or having any legal force in any country, together with any patents that have issued or in the future issue therefrom, owned, in whole or in part, by ATS, or licensed by ATS (with the right to disclose and sublicense), which cover the ATS Nutrient Solution.
2
{PAGE}
2. LICENSES --------
2.1 License Grant. Subject to the terms and conditions of this Agreement, ------------- ATS hereby grants to Buyer, under ATS's Intellectual Property Rights, an exclusive (subject to Section 5.3.1 of this Agreement), [** ], license to (i) use, sell, offer for sale, market and distribute the ATS Nutrient Solution only as incorporated into a Licensed Product and only to customers within and for use within the Marketplace, and (ii) use and modify the ATS Nutrient Solution for development activities solely in connection with the Marketplace. The foregoing license will only be sublicensable with ATS's prior approval. This Agreement will not prevent ATS from licensing the ATS Nutrient Solution for use and sale [** ] the Marketplace. Nothing herein shall be construed as limiting in any manner ATS's marketing, distribution, development or licensing activities or ATS's appointment of other dealers, distributors, licensees or agents for sale or use of the ATS Nutrient Solution or other ATS products [** ] the Marketplace.
2.2 Improvements. Buyer agrees to promptly disclose any modification or ------------ improvement to the ATS Nutrient Solution made or developed before the termination of this Agreement. Any such modification or improvement shall only be incorporated into the ATS Nutrient Solution for purposes of this Agreement with the prior written consent of ATS, which consent ATS may withhold in its
352342
|
Advanced Tissue
As referenced in this License and Supply Agreement:
ADVANCED TISSUE SCIENCES, INC – PURSUANT TO THE COMPANY'S
APPLICATION REQUESTING CONFIDENTIAL TREATMENT.
LICENSE AND SUPPLY AGREEMENT
This License and Supply Agreement (this "Agreement") is entered as of the
Effective Date, by and between ADVANCED TISSUE SCIENCES, INC ., a Delaware
corporation ("ATS"), and BIOZHEM COSMECEUTICALS INC., A TEXAS CORPORATION
("Buyer").
WHEREAS, ATS is a leading tissue engineering company engaged in the
development of human-based tissue products _____________
ADVANCED TISSUE SCIENCES, INC – internationally recognized overnight
carrier or by facsimile to the parties at the following addresses or such other
addresses as may be designated in writing by the respective parties:
To ATS: ADVANCED TISSUE SCIENCES, INC .
10933 North Torrey Pines Road
La Jolla, CA 92037
Attn: [** ]
Facsimile: [** ]
With a copy to: Brobeck, Phleger & Harrison LLP
12390 El Camino Real
San Diego, CA 92130
Attn: [** ].
Facsimile: [** ]
_____________
ADVANCED TISSUE SCIENCES, INC – seek
interim injunctive relief from any court of competent jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the date first written above.
ADVANCED TISSUE SCIENCES, INC .
By: /s/ Gail K. Naughton
------------------------------------
Title: President
---------------------------------
Print Name: Gail K. Naughton, Ph.D.
----------------------------
BIOZHEM COSMECEUTICALS INC.
By: /s/ John C. Riemann
-----------------------------------
Title: Chairman
--------------------------------
Print Name: John C. Riemann
---------------------------
_____________
Advanced Tissue Sciences, Inc – OR
THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT.
WARRANT TO PURCHASE COMMON STOCK
OF
BIOZHEM COSMECEUTICALS INC.
VOID AFTER SEPTEMBER 25, 2005
This Warrant is issued to Advanced Tissue Sciences, Inc ., or its registered
assigns ("Holder"), by BIOZHEM COSMECEUTICALS, INC., a Texas corporation, (the
"Company"), on September 25, 2000 (the "Warrant Issue Date"). This Warrant is
issued in consideration of _____________
ADVANCED TISSUE SCIENCES, INC – ____________________________________
____________________________________
Date:_____________________________
Name in which the shares should be registered:
______________________________________________
7
C-1
{PAGE}
EXHIBIT D
INVESTOR RIGHTS AGREEMENT
----------------
September 25, 2000
by
BIOZHEM COSMECEUTICALS INC.
and
ADVANCED TISSUE SCIENCES, INC .
{PAGE}
TABLE OF CONTENTS
-----------------
Page
----
1. Registration Rights.....................................................1
1.1. Definitions.......................................................1
1.2. Request for Registration..........................................2
1.3. Company Registration..............................................3
1.4. Obligations of the _____________
dt 1327402
;
BIOZHEM
As referenced in this License and Supply Agreement:
BIOZHEM COSMECEUTICALS INC. – LICENSE AND SUPPLY AGREEMENT
This License and Supply Agreement (this "Agreement") is entered as of the
Effective Date, by and between ADVANCED TISSUE SCIENCES, INC., a Delaware
corporation ("ATS"), and BIOZHEM COSMECEUTICALS INC. , A TEXAS CORPORATION
("Buyer").
WHEREAS, ATS is a leading tissue engineering company engaged in the
development of human-based tissue products for therapeutic applications;
WHEREAS, certain of the living _____________
BIOZHEM COSMECEUTICALS INC. – Pines Road
La Jolla, CA 92037
Attn: [** ]
Facsimile: [** ]
With a copy to: Brobeck, Phleger & Harrison LLP
12390 El Camino Real
San Diego, CA 92130
Attn: [** ].
Facsimile: [** ]
17
{PAGE}
To Buyer: BIOZHEM COSMECEUTICALS INC.
32238 Paseo Adelanto, Suite A
San Juan Capistrano, CA 92675
Attn: [** ]
Facsimile: [** ]
With a copy to: [** ]
820 Gessner
Suite 1360
Houston, Texas 77024
Facsimile: [** ]
Notices shall be deemed effective _____________
BIOZHEM COSMECEUTICALS INC. – this Agreement to be
effective as of the date first written above.
ADVANCED TISSUE SCIENCES, INC.
By: /s/ Gail K. Naughton
------------------------------------
Title: President
---------------------------------
Print Name: Gail K. Naughton, Ph.D.
----------------------------
BIOZHEM COSMECEUTICALS INC.
By: /s/ John C. Riemann
-----------------------------------
Title: Chairman
--------------------------------
Print Name: John C. Riemann
---------------------------
19
{PAGE}
EXHIBIT A
ATS NUTRIENT SOLUTION
---------------------
[**
]
A-1
{PAGE}
EXHIBIT B
PRICES
------
[**
]
B-1
{PAGE}
EXHIBIT _____________
BIOZHEM COSMECEUTICALS INC. – OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT.
WARRANT TO PURCHASE COMMON STOCK
OF
BIOZHEM COSMECEUTICALS INC.
VOID AFTER SEPTEMBER 25, 2005
This Warrant is issued to Advanced Tissue Sciences, Inc., or its registered
assigns ("Holder"), by BIOZHEM COSMECEUTICALS, INC., a Texas corporation, (the
"Company"), on _____________
BIOZHEM COSMECEUTICALS, INC. – ACT.
WARRANT TO PURCHASE COMMON STOCK
OF
BIOZHEM COSMECEUTICALS INC.
VOID AFTER SEPTEMBER 25, 2005
This Warrant is issued to Advanced Tissue Sciences, Inc., or its registered
assigns ("Holder"), by BIOZHEM COSMECEUTICALS, INC. , a Texas corporation, (the
"Company"), on September 25, 2000 (the "Warrant Issue Date"). This Warrant is
issued in consideration of Holder's entering into the License and Supply
Agreement _____________
dt 1443551
;
|
Brobeck Phleger
As referenced in this License and Supply Agreement:
Brobeck, Phleger – may be designated in writing by the respective parties:
To ATS: ADVANCED TISSUE SCIENCES, INC.
10933 North Torrey Pines Road
La Jolla, CA 92037
Attn: [** ]
Facsimile: [** ]
With a copy to: Brobeck, Phleger & Harrison LLP
12390 El Camino Real
San Diego, CA 92130
Attn: [** ].
Facsimile: [** ]
17
{PAGE}
To Buyer: BIOZHEM COSMECEUTICALS INC.
32238 Paseo Adelanto, Suite A
San Juan Capistrano, CA 92675
_____________
dt 746178
|
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Supply Agreement
Supply Agreement (89K)
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SUPPLY AGREEMENT
This Supply Agreement (this "Agreement") is made and entered into as of April 2,
2003 ("Effective Date"), by and between Midas International Corporation, a
Delaware corporation ("MIC"), Parts Warehouse, Inc., a Delaware corporation
("PWI") (MIC and PWI are sometimes referred to herein collectively as "Midas"),
having their principal offices at 1300 Arlington Heights Road, Itasca, Illinois
60143, and AutoZone, Inc., a Nevada corporation, ("AutoZone") having its
principal offices at 123 . . .
1099586
|
AutoZone
As referenced in this Supply Agreement:
AutoZone, Inc. – Warehouse, Inc., a Delaware corporation
("PWI") (MIC and PWI are sometimes referred to herein collectively as "Midas"),
having their principal offices at 1300 Arlington Heights Road, Itasca, Illinois
60143, and AutoZone, Inc. , a Nevada corporation, ("AutoZone") having its
principal offices at 123 South Front Street, Memphis, Tennessee 38103.
WHEREAS, AutoZone desires to purchase from Midas, and Midas desires to sell to
_____________
AutoZone, Inc. – applicable Midas Shop.
10. COMMUNICATIONS.
---------------
Every notice and correspondence under this Agreement shall be given in
writing to the following address:
If to Midas: If to AutoZone:
Midas International Corporation AutoZone, Inc.
Attention: General Counsel Attention: Vice President, AZ Commercial
1300 Arlington Heights Road 123 South Front Street, Dept. 9011
Itasca, Illinois 60143 Memphis, Tennessee 38103
With copy to:
AutoZone, Inc.
_____________
AutoZone, Inc. – Corporation AutoZone, Inc.
Attention: General Counsel Attention: Vice President, AZ Commercial
1300 Arlington Heights Road 123 South Front Street, Dept. 9011
Itasca, Illinois 60143 Memphis, Tennessee 38103
With copy to:
AutoZone, Inc.
Attention: General Counsel
123 South Front Street, Dept. 8074
Memphis, Tennessee 38103
11. TERMINATION.
------------
Upon expiration of this Agreement, or any termination of this Agreement by
AutoZone pursuant to _____________
Autozone, Inc. – may mutually agree. The arbitration shall have three arbitrators.
IN WITNESS WHEREOF, the parties have signed this Supply Agreement on the
date first above written.
19
Midas International Corporation Autozone, Inc.
By: By: /s/ Steve Odland
--------------------------------- ---------------------------------
Signature Signature
Name: Name: Steve Odland
--------------------------------- ---------------------------------
Title: Title: Chairman, President & CEO
--------------------------------- ---------------------------------
Date: Date: April 2, 2003
---------------------------------
Parts Warehouse, Inc.
By: By: /s/ Harry L. _____________
dt 1508107
| |
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License and Supply Agreement
License and Supply Agreement (146K)
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LICENSE AND SUPPLY AGREEMENT
This License and Supply Agreement (this "Agreement") is entered as of
the Effective Date, by and between ADVANCED TISSUE SCIENCES, INC., a Delaware
corporation ("ATS"), and BIOZHEM COSMECEUTICALS INC., A TEXAS CORPORATION
("Buyer").
WHEREAS, ATS is a leading tissue engineering company engaged in the
development of human-based tissue products for therapeutic applications;
WHEREAS, certain of the living cells cultured by ATS produce a nutrient
solution (the "ATS . . .
1127239
|
BIOZHEM
As referenced in this License and Supply Agreement:
BIOZHEM COSMECEUTICALS INC. – LICENSE AND SUPPLY AGREEMENT
This License and Supply Agreement (this "Agreement") is entered as of
the Effective Date, by and between ADVANCED TISSUE SCIENCES, INC., a Delaware
corporation ("ATS"), and BIOZHEM COSMECEUTICALS INC. , A TEXAS CORPORATION
("Buyer").
WHEREAS, ATS is a leading tissue engineering company engaged in the
development of human-based tissue products for therapeutic applications;
WHEREAS, certain of the living _____________
BIOZHEM COSMECEUTICALS INC. – 713-7910
With a copy to: Brobeck, Phleger & Harrison LLP
12390 El Camino Real
San Diego, CA 92130
Attn: Faye H. Russell, Esq.
Facsimile: (858)720-2555
To Buyer: BIOZHEM COSMECEUTICALS INC.
32238 Paseo Adelanto, Suite A
San Juan Capistrano, CA 92675
Attn: John Reimann
Facsimile: (949) 707-0505
With a copy to: Robert D. Remy
820 Gessner
Suite 1360
Houston, _____________
BIOZHEM COSMECEUTICALS INC. – have executed this Agreement to
be effective as of the date first written above.
ADVANCED TISSUE SCIENCES, INC.
By: /s/ Gail K. Naughton
Title: President
Print Name: Gail K Naughton
BIOZHEM COSMECEUTICALS INC.
By: /s/ John R. Riemann
Title: CEO
Print Name: JOHN R. RIEMANN
19
<PAGE>
EXHIBIT A
ATS NUTRIENT SOLUTION
---------------------
The ATS Nutrient Solution is a byproduct of _____________
BIOZHEM COSMECEUTICALS INC. – OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE AVAILABILITY OF AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT.
WARRANT TO PURCHASE COMMON STOCK
OF
BIOZHEM COSMECEUTICALS INC.
VOID AFTER ________, 2005
This Warrant is issued to Advanced Tissue Sciences, Inc., or its
registered assigns ("Holder"), by BIOZHEM COSMECEUTICALS, INC., a Texas
corporation, (the "Company"), on ___________, _____________
BIOZHEM COSMECEUTICALS, INC. – SUCH ACT.
WARRANT TO PURCHASE COMMON STOCK
OF
BIOZHEM COSMECEUTICALS INC.
VOID AFTER ________, 2005
This Warrant is issued to Advanced Tissue Sciences, Inc., or its
registered assigns ("Holder"), by BIOZHEM COSMECEUTICALS, INC. , a Texas
corporation, (the "Company"), on ___________, 2000 (the "Warrant Issue Date").
This Warrant is issued in consideration of Holder's entering into the License
and Supply Agreement with _____________
dt 1758428
| |
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 | 2000 |
Interim Supply Agreement
Interim Supply Agreement (41K)
Doc #1169297: This document is immediately available for purchase, but does not have a preview available for viewing.
1169297
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Supply Agreement
Supply Agreement (8K)
Doc #1211738: This document is immediately available for purchase, but does not have a preview available for viewing.
1211738
| | |
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Supply Agreement
Supply Agreement (46K)
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SUPPLY AGREEMENT
This Agreement, is made as of the 7th day of December, 2001 (�Execution Date�), among Siemens Hearing Instruments, Inc., a Delaware corporation, with an address at 10 Constitution Avenue, Piscataway, New Jersey 08855 (�SHI� or �Seller�), certain subsidiaries and affiliates of Siemens Aktiengesellschaft (collectively, the �Siemens Affiliates�) and HEARx, Ltd., a Delaware corporation, with an address at 1250 Northpoint Parkway, West Palm Beach, FL 33407 (�HEARx� or �Buyer�).
WHEREAS, Buyer is a retail seller of . . .
1211784
| |
Siemens
As referenced in this Supply Agreement:
Siemens Aktiengesellschaft – 2001 (Execution Date), among Siemens Hearing Instruments, Inc., a Delaware corporation, with an address at 10 Constitution Avenue, Piscataway, New Jersey 08855 (SHI or Seller), certain subsidiaries and affiliates of Siemens Aktiengesellschaft (collectively, the Siemens Affiliates) and HEARx, Ltd., a Delaware corporation, with an address at 1250 Northpoint Parkway, West Palm Beach, FL 33407 (HEARx or Buyer).
WHEREAS, Buyer is a _____________
Siemens Aktiengesellschaft. – Seller from conducting its business in accordance with the policies and procedures established from time to time by Sellers Board of Directors or with the overall policies and procedures of Siemens Aktiengesellschaft.
7. Indemnification by Seller.
(a) Subject to the provisions of subsection 7(b) below, Seller agrees to indemnify, defend and hold harmless Buyer, its affiliates and their respective employees, _____________
dt 1537384
|
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Supply Agreement
Supply Agreement (46K)
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SUPPLY AGREEMENT
This Agreement, is made as of the 7th day of December, 2001 (�Execution Date�), among Siemens Hearing Instruments, Inc., a Delaware corporation, with an address at 10 Constitution Avenue, Piscataway, New Jersey 08855 (�SHI� or �Seller�), certain subsidiaries and affiliates of Siemens Aktiengesellschaft (collectively, the �Siemens Affiliates�) and HEARx, Ltd., a Delaware corporation, with an address at 1250 Northpoint Parkway, West Palm Beach, FL 33407 (�HEARx� or �Buyer�).
WHEREAS, Buyer is a retail seller of . . .
1211786
| |
Siemens
As referenced in this Supply Agreement:
Siemens Aktiengesellschaft – 2001 (Execution Date), among Siemens Hearing Instruments, Inc., a Delaware corporation, with an address at 10 Constitution Avenue, Piscataway, New Jersey 08855 (SHI or Seller), certain subsidiaries and affiliates of Siemens Aktiengesellschaft (collectively, the Siemens Affiliates) and HEARx, Ltd., a Delaware corporation, with an address at 1250 Northpoint Parkway, West Palm Beach, FL 33407 (HEARx or Buyer).
WHEREAS, Buyer is a _____________
Siemens Aktiengesellschaft. – Seller from conducting its business in accordance with the policies and procedures established from time to time by Sellers Board of Directors or with the overall policies and procedures of Siemens Aktiengesellschaft.
7. Indemnification by Seller.
(a) Subject to the provisions of subsection 7(b) below, Seller agrees to indemnify, defend and hold harmless Buyer, its affiliates and their respective employees, _____________
dt 1537385
|
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Supply Agreement
Supply Agreement (94K)
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SUPPLY AGREEMENT
This Supply Agreement (�Agreement�) is made and entered into as of the 16th day of May, 2003 by and between Unified Western Grocers, Inc., a California corporation (�Supplier�), and Smart & Final Oregon, Inc., an Oregon corporation (�Company�).
RECITALS
A. In May 1998, Smart & Final Inc. (�SFI�) and United Grocers, Inc. (�United Grocers�) entered into an asset purchase agreement pursuant to which, among other things, SFI acquired certain stores and assets from United Grocers. In connection therewith, SFI and United Grocers also . . .
1236102
| | |
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Supply Agreement
Supply Agreement (290K)
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SUPPLY AGREEMENT
THIS SUPPLY AGREEMENT ("Agreement") is made and entered into as of the
15th day of August, 2001, by and between ASSOCIATED WHOLESALE GROCERS, INC., a
Missouri corporation ("AWG") and HOMELAND STORES, INC., a Delaware corporation
("HOMELAND"), Chapter 11 debtor-in-possession.
RECITALS:
THE FOLLOWING RECITALS ARE A MATERIAL PART OF THIS AGREEMENT:
A. AWG is a wholesaler of grocery and supermarket products operating in
a cooperative manner. . . .
1236382
| | |
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Supply Agreement
Supply Agreement (145K)
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SUPPLY AGREEMENT
BY AND BETWEEN
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
AND
C&S WHOLESALE GROCERS, INC.
THIS AGREEMENT, made as of the 27th day of June, 2005 (this "Agreement"),
is by and between The Great Atlantic & Pacific Tea Company, Inc. and its
subsidiaries ("A&P"), a Maryland corporation with its principal office at 2
Paragon Drive, Montvale, New Jersey 07645, and . . .
1236462
| | |
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Distribution and Supply Agreement
Distribution and Supply Agreement (259K)
Doc #1724839: Click preview link for longer preview.
[..**..] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.
DISTRIBUTION AND SUPPLY AGREEMENT
PREAMBLE
THIS DISTRIBUTION AND SUPPLY AGREEMENT (the "Agreement") is entered into as
of the 3rd day of March, 2006 (the "Effective Date") by and between Myogen,
Inc., a Delaware corporation, with its principal place of . . .
1724839
|
Medco Health
As referenced in this Distribution and Supply Agreement:
Medco Health Solutions, Inc – defined in the singular will have the same meanings when used in the
plural (and vice versa), unless otherwise specified.
"Accredo" means Accredo Health Incorporated, a wholly owned subsidiary of
Medco Health Solutions, Inc .
"Actual Quantity" will have the meaning set forth in Section 5.3(e).
[..**..] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY _____________
dt 1505189
;
Medco Health
As referenced in this Distribution and Supply Agreement:
Medco Health Solutions, Inc. – defined in the singular will have the same meanings when used in the
plural (and vice versa), unless otherwise specified.
"Accredo" means Accredo Health Incorporated, a wholly owned subsidiary of
Medco Health Solutions, Inc.
"Actual Quantity" will have the meaning set forth in Section 5.3(e).
[..**..] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY _____________
dt 1506484
;
|
Myogen
As referenced in this Distribution and Supply Agreement:
Myogen,
Inc – AMENDED.
DISTRIBUTION AND SUPPLY AGREEMENT
PREAMBLE
THIS DISTRIBUTION AND SUPPLY AGREEMENT (the "Agreement") is entered into as
of the 3rd day of March, 2006 (the "Effective Date") by and between Myogen,
Inc ., a Delaware corporation, with its principal place of business at 7575 W.
103rd Avenue, Westminster, CO 80021-5426 ("Myogen") and SmithKline Beecham
Corporation d/b/a GlaxoSmithKline, a Pennsylvania _____________
Myogen, inc – and this permission notice appear on all copies of the written
materials provided by GSK and all adaptations and derivative works thereof. Any
and all new Promotional Materials developed by Myogen, inc luding that which
adapts or utilizes the GSK Promotional Materials supplied to Myogen by GSK, will
be filed by Myogen with FDA at the time of initial dissemination via Form
_____________
Myogen, Inc – b/a GlaxoSmithKline
2301 Renaissance Boulevard
King of Prussia, PA 19406-2772
Attn: Vice President and Associate General Counsel, R&D Legal Operations,
Business Development Transactions Team
If to Myogen:
Myogen, Inc .
7575 West 103rd Ave., Suite 102
Westminster, CO 80021
Attn: Chief Executive Officer
with a copy to:
Myogen, Inc.
7575 West 103rd Ave., Suite 102
Westminster, CO 80021
Attn: _____________
Myogen, Inc – R&D Legal Operations,
Business Development Transactions Team
If to Myogen:
Myogen, Inc.
7575 West 103rd Ave., Suite 102
Westminster, CO 80021
Attn: Chief Executive Officer
with a copy to:
Myogen, Inc .
7575 West 103rd Ave., Suite 102
Westminster, CO 80021
Attn: General Counsel
[..**..] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH _____________
MYOGEN, INC – ACT OF
1934, AS AMENDED.
62
{PAGE}
IN WITNESS WHEREOF, the Parties have caused this Distribution and Supply
Agreement to be executed by their duly authorized representatives.
SMITHKLINE BEECHAM CORPORATION MYOGEN, INC .
D/B/A GLAXOSMITHKLINE
By: /s/ Donald F. Parman By: /s/ J. William Freytag
--------------------------------- ------------------------------------
Name: Donald F. Parman Name: J. William Freytag
Title: Vice President & Secretary Title: CEO & President
[..**..] = _____________
dt 1438157
;
Pfizer
As referenced in this Distribution and Supply Agreement:
Pfizer, Inc – effective as of January 1, 1992, pursuant to which Pfizer manufactures
and supplies to GSK epoprostenol sodium as the active pharmaceutical ingredient
used by GSK to manufacture Product.
"Pfizer" means Pfizer, Inc .
"PhRMA Code" means the PhRMA Code on Interactions with Health Care
Professionals, as amended.
"Person" means any individual, corporation, partnership, firm, association,
joint venture, joint stock company, trust or _____________
dt 1334625
|
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Supply Agreement
Supply Agreement (18K)
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SUPPLY AGREEMENT
This Supply Agreement (the "Agreement") made as of this the Effective Date (defined below) AMX, LLC a Delaware Limited Liability company with its principal place of business at 3000 Research Drive, Richardson, Texas 75082 (the "Customer"), and BEST CIRCUIT BOARDS, INC., a Texas corporation (the "Supplier").
RECITALS
WHEREAS, the Customer and the Supplier desire that the Supplier shall act as the exclusive supplier of printed circuit boards as more particularly described on Exhibit A (the "Product") for the Customer under the terms and conditions of this Agreement. . . .
2658253
| | |
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Supply Agreement
Supply Agreement (120K)
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SUPPLY AGREEMENT
BY AND BETWEEN
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
AND
C&S WHOLESALE GROCERS, INC. *
THIS AGREEMENT, made as of the 27th day of June, 2005 (this �Agreement�), is by and between The Great Atlantic & Pacific Tea Company, Inc. and its subsidiaries ("A&P"), a Maryland corporation with its principal office at 2 Paragon Drive, Montvale, New Jersey 07645, and C&S Wholesale Grocers, Inc. ("C&S"), a Vermont corporation with its principal office at 7 Corporate Drive, Keene, New Hampshire 03431.
Whereas, A&P . . .
2902001
| | |
Full Doc
 | 2009 |
Supply Agreement
Supply Agreement (11K)
Doc #3413950: This document is immediately available for purchase, but does not have a preview available for viewing.
3413950
| | |