MANUFACTURING AND SUPPLY AGREEMENT
This Manufacturing and Supply Agreement ("Agreement") is entered into as of the date signed by the last party to
sign this Agreement, and with an effective date of February 8, 2006 (the "Effective Date") by and between
Hyaluron Inc., with its principal place of business at 99 S. Bedford Street, Suite 2, Burlington, MA 01803,
("Hyaluron") and Hemispherx Biopharma, Inc., ("Hemispherx"), a Delaware corporation, having its principal
place of business at 1617 JFK Boulevard, Philadelphia, PA. 19103. Hyaluron and Hemispherx may be referred
to herein as a "Party" or, collectively, as the "Parties".
WHEREAS, Hemispherx is engaged in the business of developing therapeutic product(s); and
WHEREAS, Hyaluron is in the business of developing, manufacturing, testing and packaging sterile
pharmaceutical products; and
WHEREAS, Hemispherx desires to utilize Hyaluron to develop, manufacture, test, and/or package supplies of
the product(s) as designated by Hemispherx:
NOW, THEREFORE, the Parties agree as follows:
Definitions. As used herein the following terms will have the following meanings:
"API" means the raw material components of the Product, as specified and provided to Hyaluron by Hemispherx.
"Batch" means the entire amount of Product yielded from a manufacturing event using a specific quantity of APIs,
Excipients, and components processed in accordance with the Master Batch Record and the Manufacturing
"Batch Record" means the document created as and after each Batch is Processed and Packaged. Each Batch
Record will reflect and incorporate all aspects of the Master Batch Record, the applicable Certificate of Analysis,
and any Manufacturing Variance Reports issued with respect to such Batch.
"Batch Release" means the final sign-off by a party's quality department marking the culmination of the quality
process through which a batch of Product is shown to conform to all aspects of the Manufacturing Standards.
"Bulk" means the bulk A