Supply Agreement by and among Lannett Company, Inc. and Sunshine Lake Pharma Co., Ltd
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
THIS SUPPLY AGREEMENT (this “Agreement”) is made this 5th day of February 2021 (the “Effective Date”), by and among Sunshine Lake Pharma Co., Ltd., a corporation organized and existing under the laws of the People’s Republic of China, (“Seller”), and Lannett Company, Inc., a Delaware corporation (“Lannett”).
WHEREAS, Lannett and Seller have entered into that certain Collaboration and License Agreement, dated as of the Effective Date (the “Collaboration Agreement”), for Lannett to develop and commercialize Product in the US;
WHEREAS, Seller has developed and manufactured the insulin aspart identified on Exhibit A hereto (the “Drug Substance”) and shall manufacture the finished product containing the Drug Substance assembled with an injection drug delivery device identified on Exhibit A hereto (such finished product, the “Product”) at Seller’s new manufacturing facility to be constructed in Yidu, China in accordance with the terms of the Collaboration Agreement (the “New Facility”); and
WHEREAS, Lannett desires to purchase Product from Seller; and
WHEREAS, Seller is willing to supply such Product for Lannett’s use, distribution and sale in the U.S. on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the promises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree and covenant as follows:
2.1Pricing. Subject to Section 2.9, the pricing for the Product shall be as set forth on Exhibit C hereto, as may be amended from time to time by mutual agreement of the parties in writing (the “Price”). Price is determined by Seller’s Costs of Goods Sold.
Any increase to the Price during any calendar year cannot be greater than the percentage increase in the Chinese equivalent of the Consumer Price Index for all Urban Consumers for Medical Care Commodities for the twelve (12) month period ending three (3) months prior to the commencement of such calendar year, unless the Seller can provide relevant documentation or evidences to justify an increase greater than the percentage increase in the Chinese equivalent of the Consumer Price Index for all Urban Consumers for Medical Care Commodities thirty (30) days prior to such increase of the Price. A reasonable quantity of the Product shall be made available to Lannett for marketing samples for the Product and shall be deductible by Lannett, with advance notice to Seller, from any amounts due to Seller under future Purchase Orders. All sums shall be expressed in and payable in U.S. Dollars.
If to Seller, then to:
HEC Pharm US Inc.
2 Enfield Circle,
West Windsor, NJ, 08550
Attn: Kevin Kong
with a copy, sent as provided herein, to:
Hill Wallack LLP
21 Roszel Rd, Princeton, NJ 08540
Attention: Quinn Zhao
If to Lannett, then to:
Lannett Company, Inc.
9000 State Road
Philadelphia, PA 19136
Attn: Legal Department
Facsimile: (215) 464-1861
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
SUNSHINE LAKE PHARMA CO., LTD
By: /s/ Wejia Li
Name: Wenjia Li
Its: Vice President
Date: February 06, 2021
LANNETT COMPANY, INC.
By: /s/ Tim Crew
Name: Tim Crew
Date: February 08, 2021
LIST OF EXHIBITS
Exhibit B+Product Specifications
Exhibit D+Shipping Instructions
Exhibit E+Quality Agreement
This Exhibit have been redacted to preserve confidentiality. The registrant hereby undertakes to provide further information regarding such redacted information to the Commission upon request.
This Exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to provide further information regarding such omitted materials to the Commission upon request.
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