Letter of Intent by and between Ajinomoto Company and Emmaus Medical, Inc

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Emmaus Holdings, Inc. 8-K/A

 

 

January 4, 2010

EMMAUS MEDICAL, INC.

20725 S. Western Ave, Suite 136

Torrance, CA 90501-1884

Attention:  Yutaka Niihara, M.D., President & CEO

Dear Dr. Niihara,

On the basis of the discussion with you, we would like to confirm the intention between your company and our company regarding supply of samples and future supply of our products as follows:

 

EMMAUS MEDICAL, INC. (“EMI”) asked AJINOMOTO GROUP to supply L-Glutamine with no monetary payment to proceed its clinical trial (the “Trial”);

 

AJINOMOTO AMINOSCIENCE LLC (“AAS”), as a member of AJINOMOTO GROUP, promised to supply 1,150 kg and more of L-Glutamine with no monetary payment as sample for the Trial;

 

In consideration of the supply of sample L-glutamine with no monetary payment, EMI agrees to purchase or make relevant third party purchase from AAS or any other company of AJINOMOTO GROUP all of the necessary L-Glutamine for commercial use arising out of the fruit of the Trial as its primary supplier, with EMI allowed to source L-Glutamine from third party suppliers on a back up basis, up to 10% of EMI’s requirement.  Provided, however, that if a third party competitor of AJINOMOTO  GROUP offers EMI more favorable price of L-Glutamine of like grade with similar terms and conditions, EMI may report to such offer by written form and reasonably ask AAS or any other company of AJINOMOTO  GROUP to reconsider then-current price; and

 

The above agreement will be reflected in certain supply agreement between EMI (or relevant third party) and AAS (or any other company of AJINOMOTO GROUP).

 

If the content of this letter correctly expresses the intentions and understandings between your company and our company as to the subject matter hereof, please sign and return to us a duplicate copy of this letter for the record of the mutual accord.

 

Yours sincerely

 

/s/ Tatsuya Sato

Tatsuya Sato, Senior Director

 

2/10/2010

 

Agreed:

 

EMMAUS MEDICAL, INC.

 

/s/ Yutaka Niihara

Yutaka Niihara, President & CEO

 

2/11/10