Supply And Packaging Agreement

SUPPLY AND PACKAGING AGREEMENT


This Supply and Packaging Agreement (the "Agreement") is made and entered into this 30 day of January, 2003, (the "Effective Date") by and between Alpharma AS , a company organised and existing under the laws of Norway, with organization no. 971 135 123 (herein referred to as "Supplier") and Nopal AS , a company organised and existing under the laws of Norway, with organization no. 917 811 873 (herein referred to as "Buyer")


WHEREAS the terms used in the Preamble shall have the meanings defined in Article 1;

WHEREAS Supplier is willing to supply the Products to Buyer under the terms and conditions set forth hereinafter,

NOW THEREFORE , in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:


1. Definitions

1.1 The term "Force Majeure" shall mean any event beyond the control of the party affected that prevents or delays the performance of its obligations hereunder.

1.2 The term "Manufacture" shall mean all the activities relating to production of the Manufactured Products, from purchasing Raw Materials to packaging and shipping Manufactured Products including, but not limited to, purchasing Raw Materials, production, quality control and assurance, filling, labelling, packaging and finishing, release, holding and storage and the tests and analyses conducted in connection therewith.

1.3 The term "Manufactured Products" shall mean the Products listed on Appendix 1 as described in the relevant Specifications, supplied in a form ready for end consumer use.

1.4 The term "Package" means the act of placing Products in Packaging Materials.

1.5 The term "Packaged Products" means the Products listed on Appendix 2.

1.6 The term "Packaging Materials" means the materials used to package the products after all artwork, copy and other written material has been placed thereon by Buyer and also includes all labels, leaflets and other product inserts in the form in which Buyer desires for inclusion in the Products.

1.7 The term "Products" means Manufactured Products and Packaged Products.

1.8 The term "Specifications" shall mean the technical requirements with respect to the Manufactured Products as set forth on Appendix 3.

1.9 The term "Raw Materials" shall mean the Active Ingredient, all other raw materials, intermediate products and packaging materials required to Manufacture the Manufactured Products.

1.10 The term "Supplier Error" shall mean the failure to perform, the negligent performance or willful misconduct in the performance, by the Supplier, its Affiliates or their respective officers, agents or employees of any obligation imposed upon or assigned to Supplier under this Agreement.

1.11 The term "Territory" shall mean Norway.

2. Purchase and Delivery

2.1 During the term of this Agreement and subject to the provisions herein, Buyer shall purchase from Supplier and Supplier agrees to Manufacture, Package and supply to Buyer, the Manufactured Products for sale in the Territory.

2.2 Buyer, at its risk, cost and expense, shall timely provide to Seller all Raw Materials necessary to Manufacture and Package the Manufactured Products hereunder. All required Raw Materials shall be at Suppliers manufacturing facility at least 12 weeks prior to the date upon which Manufactured Products utilizing such Raw Materials are to be delivered to Buyer. Supplier shall supply the Packaging Materials for the Manufactured Products at its cost and expense; provided that it shall not be responsible for late delivery of Packaging Material ordered in a timely fashion.

2.3 During the term of this Agreement, and subject to the provisions herein, Supplier shall Package the Packaged Products and supply the Packaged Products to Buyer for sale in the Territory.

2.4 Buyer, at is risk, cost and expense, shall timely provide to Seller the Packaged Products . All required Packaged Products shall be at Suppliers manufacturing facility at least 6 weeks prior to the date upon which the Packaged Products are to be delivered to Buyer will all Packaging completed. Supplier shall supply the Packaging Materials for the Packaged Products at its cost and expense; provided that it shall not be responsible for the late delivery of Packaging Material ordered in a timely fashion.

2.5 Buyer shall be responsible for providing Supplier with the design and content of the Packaging Materials including without limitation assuring itself that the Packaging Materials meet all requirements of law and contain all warning, risks and instructions necessary or reasonable to give in connection with the use of the Manufactured or Packaged Products.

2.6 The prices to be paid by Buyer to Supplier for the Products as well as terms of payment are stated in Appendix 4. Said prices take into consideration the fact that Buyer is supplying all Raw Materials for Manufactured Products and all Packaged Products and that Supplier is supplying all Packaging Materials for Manufactured and Packaged Products at its cost. If, pursuant to the agreement of the parties, Supplier purchases Raw Materials from time to time, the cost of those Raw Materials shall be added to the prices set forth in Appendix 4. Cost of transport packaging is included in the prices. Payment shall be effected in NOK by bank transfer.

2.7 No less than 30 days = Manufactured Products, 10 days = Packaged Products prior to the first day of each calendar quarter during the term of the Agreement Buyer shall submit firm purchase orders for the full period of the then succeeding calendar quarter to Supplier in writing. The initial purchase order shall cover the first quarter of 2003 and shall be submitted by Buyer concurrently with the execution of this Agreement. All purchase orders shall be for multiples of the batch sizes as set forth in Appendixes 1 or 2 and shall contain such other details as reasonably requested by Supplier.

2.8 No firm purchase order shall be binding on Supplier until accepted in writing with confirmation of the date of shipment.

2.9 The terms and conditions of this Agreement shall prevail if the terms and conditions stated in Buyer's order or in Supplier's order confirmations or in any other communication of the parties relating to the order are inconsistent with these terms and conditions.

Buyer may request Supplier to increase orders already placed or to change date of shipment. Upon receipt of such request Supplier shall inform Buyer within five (5) working days whether it can accept such additional orders, wholly or in part. In case of partial acceptance, Supplier shall ...