This Agreement is entered into the 24th day of December, 1993 by and between DUSA Pharmaceuticals, Inc.
(hereinafter, "DUSA"), a corporation organized and existing under the laws of the State of New Jersey whose
principal offices are located at 337 Roncesvalles Avenue, Toronto, Ontario Canada MGR 2M7, and Sochinaz
S.A. (hereinafter, "SOCHINAZ"), a corporation registered under the laws of the Canton of Valais, Switzerland
whose principal offices are located at Rte du Simplon, CH-1895 Vionnaz Switzerland.
W I T N E S S E T H:
WHEREAS, DUSA is developing a porphyrin precursor generally known as 5-aminolevulinic acid (hereinafter
"ALA"), which is useful as an active ingredient in diagnosis and therapy; and
WHEREAS, SOCHINAZ is an experienced manufacturer of ALA; and
WHEREAS, DUSA needs a reliable supply of ALA and wishes to purchase ALA from SOCHINAZ and
SOCHINAZ wishes to sell ALA to DUSA for that purpose;
NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties
agree as follows:
1. Definitions. As used herein, the term
1.1 "ALA" shall mean 5-aminolevulinic acid.
1.2 "Product" or "Products" shall mean ALA meeting the specifications set forth on Exhibit A, attached hereto
and incorporated by reference herein, as such specifications may be amended from time to time by DUSA.
1.3 "Territory" shall mean the world.
2. Purchase and Sale of Products; Resale Restrictions.
2.1 Subject to the terms of this Agreement, DUSA agrees to purchase from SOCHINAZ, and SOCHINAZ
agrees to sell to DUSA, all of DUSA's requirements for Products for sale in the Territory, during the term of this
2.2 SOCHINAZ agrees not to manufacture, deal in or sell ALA for pharmaceutical use, in or to any other party
who to SOCHINAZ knowledge intends to sell or resell the same for ultimate resale in the Territory.
SOCHINAZ may sell ALA for other uses with the prior written consent of DUSA.
2.3 Notwithstanding Paragraph 2.2 abov