Agreementfor Exclusive Right of Supply

Agreement for Exclusive Right of Supply

THIS AGREEMENT FOR EXCLUSIVE RIGHT OF SUPPLY is made effective the __st day of ____, 2012 by and between GenSpera, Inc., a Delaware corporation (“GenSpera”) and Thapsibiza S.L., a company organized and established under the laws of the country of Spain (“Thapsibiza”) (each a “Party” and collectively the “Parties”).

WHEREAS, GenSpera desires to engage Thapsibiza to supply the following items on an exclusive basis: seeds from the plant Thapsia Garganica L. (the “Product”); and

WHEREAS, Thapsibiza desires to be the exclusive supplier of the Product to GenSpera;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements between the Parties, the Parties hereto agree as follows:

1.           Term

This Agreement shall be for an initial term of five (5) years, commencing on the March 1, 2012. Either party may renew this agreement for another five (5) year term upon giving the other party not less than thirty (30) days’ written notice prior to the termination of the Agreement.

2.           Responsibilities of Thapsibiza and GenSpera

Thapsibiza shall be the exclusive supplier to GenSpera, and only GenSpera, of the Products, on the terms and conditions contained herein which shall govern all orders placed under this Agreement and no other terms or conditions shall be of any force or effect. GenSpera agrees to offer the rights of supply exclusively to Thapsibiza according to Thapsibiza’s capacity. GenSpera reserves the right to seek additional suppliers of the Product to supplement amounts required that are beyond Thapsibiza’s capacity in any one (1) Harvest Year Period (May 1 until April 30 of the following year).

3.           Prices

Prices, the schedule of payments and any additional terms or conditions of sale are as specified in the attached Schedule A. Prices for Products shall be determined by the quantity specified in each order, provided deliveries match the quantity and quality specifications as detailed in the order. All prices shall include (1) all applicable federal, state/provincial, excise or local sales or other taxes, (2) packaging costs, and (3) costs associated with obtaining and preparing the proper paperwork and documentation for exportation of the Product into the USA. Prices shall NOT include the cost of shipment from Thapsibiza to GenSpera.

4.           Price Changes

Thapsibiza may, without notice, from time to time increase the price of the Product by the amount of any new or increased duties, excise, sales or other taxes imposed or levied during the term of this Agreement by any governmental authority. Thabsibiza and GenSpera may, by mutual agreement, amend the terms of pricing based in part, but not limited to, volume of Product required, improvement in harvest methods, acceptance of analytical standards, or commercial requirements.

5.           Minimum Annual Purchase

GenSpera agrees to purchase a minimum of 100 kg of Product per Harvest Year Period at the agreed upon price contingent upon: continued development of a drug containing a component derived from thapsigargin that is sourced from the Product.

6.           Terms of Payment

Invoices shall be due and payable within Forty-Five (45) days from their issued date PROVIDED THAT the Products arrive at GenSpera’s designated point of delivery in usable quality and condition as specified in Schedule A.

7.            Delivery Terms

8.           Assignment and Binding Effect. 

GenSpera may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the Company’s business or that aspect of the Company’s business in which the Product is used.  Thapsibiza may not assign its rights and obligations under this Agreement without the prior written consent of the GenSpera.  This Agreement shall be binding upon GenSpera, and its successors and assigns, and shall inure to the benefit of Thapsibiza.

9.           Termination

10.         Warranties

11.         Force Majeure

It is agreed between the Parties hereto that neither Party shall be held responsible for damages caused by delay or failure to perform its undertakings under the terms of the Agreement when the delay or failure is due to fires, strikes, floods, acts of God, lawful acts of public authorities, or delays or defaults caused by common carriers, which cannot reasonably be foreseen or provided against.

12.         Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California and the Parties each consent to the jurisdiction of the courts, both state and federal, located within the State of California.

Signature Blocks on next page.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

SCHEDULE A

PRODUCT PRICE

1.          

In accordance with the terms and conditions of this Agreement, Thapsibiza shall charge GenSpera the following amounts per kilogram Product:

3.          Thapsibiza has indicated that it can secure from current resources up to Eight Hundred (800) kilograms Product per Harvest Year Period, depending upon yearly weather conditions.

QUALITY SPECIFICATIONS

The Product will consist of at least 95% Thapsia garganica seeds with minimal other plant debris. The packaged materials will qualify for import into the USA according to the current Permit to Import Plant or Plant Products #P37-07-01127 issued to GenSpera by the USDA. According to this permit “The shipment must be free from soil, other foreign matter or debris, prohibited plants, noxious weed seeds, and living organisms such as parasitic plants, pathogens, insects, snails, and mites.”

The Product will be accompanied by a valid Phytosanitary Certificate issued by the country of export to the USA. The Product will be also be accompanied by all the necessary paperwork required for legal export of the Product into the USA.

SITE OF DELIVERY

To be determined by the parties on a Harvest Year Period basis.