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EXHIBIT 10.19
DATE 15 DECEMBER 1999
ASTRA AB
- AND -
CIMA LABORATORIES, INC.
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LOAN AGREEMENT
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THIS AGREEMENT is dated 1999 and made
BETWEEN:
1. ASTRA AB, a company established and existing in accordance with the
laws of Sweden under no. 556011-7482 whose headquarters is at S-151 85
Sodertalje, Sweden ("Astra"); and
2. CIMA LABORATORIES, INC., a corporation incorporated in the State of
Delaware, United States of America under no. 2110839 whose principal
place of business is at 10000 Valley View Road, Eden Prairie,
Minnesota, USA 55344 ("CIMA").
WHEREAS
(A) CIMA owns or has rights to certain oral drug-delivery technology
marketed under the trademark OraSolv(R) and related know-how.
(B) IPR has an exclusive license to make, have made, use and sell products
containing the pharmaceutical drug "zolmitriptan" on a worldwide basis.
(C) CIMA and IPR entered into a Development and License Option Agreement,
dated as of September 10, 1997 (the "Development Agreement"), under
which CIMA has developed a pharmaceutical product formulation
incorporating zolmitriptan and the OraSolv(R) Technology.
(D) CIMA entered into a License Agreement with IPR dated 28 May 1999 ("the
License Agreement") to allow IPR or IPR's Affiliates to utilize the
OraSolv(R) Technology for the development, marketing, distribution and
sale of the Product.
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(E) CIMA has requested that Astra lend, or procure the loan to CIMA of, the
sum of US$3.5 million in order to assist CIMA in improving its
operations and to help to assure availability and flow of the Product
from CIMA to Zeneca Limited (an Affiliate of Astra).
(F) The first launch of 'Zomig'(R) rapimelt took place in Portugal in early
September 1999 and, dependent on the level of sales of 'Zomig' Rapimelt
throughout the world, it is anticipated that royalties will become due
from IPR to CIMA under the Licence Agreement in respect of such sales.
IT IS AGREED AS FOLLOWS:
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement, unless the context otherwise requires:
"ANNIVERSARY DATE" means the date one year after the first
Payment Date and the date marking the end of each subsequent
one year period;
"BANKING DAY" means a day (other than Saturday or Sunday) on
which banks are open for business in London and Minnesota;
"CHANGE OF CONTROL" means if any person or persons acting in
concert (other than the current officers and directors of
CIMA), together with Affiliates thereof, shall in the
aggregate, directly or indirectly, control or own
(beneficially or otherwise) more than 50% of the issued and
outstanding voting stock of CIMA.
"DATE OF THIS AGREEMENT" means the date upon which this
Agreement is signed and delivered by the latter of the parties
to sign and deliver it;
"DEFAULT" means any Event of Default or any event or
circumstance which would, upon the giving of notice by Astra
and/or the expiry of the relevant period and/or the
fulfillment of any other condition (in each case as specified
in clause 10.1) constitute an Event of Default;
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"ENCUMBRANCE" means any mortgage, charge (whether fixed or
floating), pledge, lien, hypothecation, assignment, trust
arrangement or security interest of any kind securing any
obligation of any person or any other type of preferential
arrangement (including without limitation title transfer
and/or retention arrangements having a similar effect) but
does not include liens arising in the ordinary course of
trading by operation of law and not by way of contract;
"EVENT OF DEFAULT" means any of the events or circumstances
described in clause 10.1;
"INDEBTEDNESS" means any obligation for the payment or
repayment of money borrowed, whether as principal or as surety
and whether present or future, actual or contingent;
"INTEREST PERIOD" means in relation to the Loan the three
month period commencing on the Date of this Agreement and each
subsequent three month period commencing on the last day of
the previous Interest Period provided that, if any Interest
Period would otherwise overrun a Payment Date falling during
that Interest Period then, in the case of the final Payment
Date, such Interest Period shall end on such Payment Date and,
in the case of any other Payment Date such Interest Period
shall end on and the next Interest Period shall start on that
Payment Date;
"IPR" means IPR Pharmaceuticals, Inc., a corporation
incorporated in Puerto Rico under no. 61,324 whose registered
office is at P O Box 1967, Carolina, 00984 Puerto Rico (an
Affiliate of Astra);
"LIBOR" means, in relation to a particular period, either (a)
the rate per annum determined by Astra to be the arithmetic
mean (rounded upwards, if necessary, to five decimal places)
of the London interbank offered rates for US Dollars deposits
for a three month period at or about 11.00 a.m. (London time)
on the first day of such period as displayed on the "LIBP"
page on the Reuter Monitor Money Rates Service (or such other
page as may replace such "LIBP" page on such service for the
purpose of displaying London interbank offered rates of
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leading banks for US Dollars deposits) or (b) if on such day
no rate is available for the purpose of part (a) above, the
rate per annum determined by Astra to be the arithmetic mean
(rounded upwards, if necessary, to five decimal places) at
which Astra's bankers (for the time being) would be offered US
Dollars deposits for a three month period by prime banks in
the London interbank market at or about 11.00 a.m. (London
time) on the first day of such period;
"LOAN" means the term loan in a principal amount of US Dollars
Three Million five hundred thousand (US$ 3,500,000) to be
advanced to CIMA by Astra pursuant to the terms of this
Agreement or, as the context requires, the principal amount
owing to Astra under this Agreement at any relevant time
together with all interest accrued thereon and unpaid for the
time being;
"MATURITY DATE" means the date which is the third Anniversary
Date; provided, however, that if total royalties payable to
CIMA under the Licence Agreement prior to the third
Anniversary Date prior to any withholding thereof by IPR under
clause 4.1 or 4.2, are less than an aggregate of $3,500,000,
then the Maturity Date shall be extended for a period of one
year; and the Maturity Date shall thereafter be extended for
successive one-year periods until such royalties payable have
exceeded $3,500,000 in aggregate;
"MONTH" means a period beginning in one calendar month and
ending in the next calendar month on the day numerically
corresponding to the day of the calendar month on which it
started, provided that (i) if the period started on the last
Banking Day in a calendar month or if there is no such
numerically corresponding day, it shall end on the last
Banking Day in such next calendar month and (ii) if such
numerically corresponding day is not a Banking Day, the period
shall end on the next following Banking Day in the same
calendar month but if there is no such Banking Day it shall
end on the preceding Banking Day and the expressions "MONTHS"
and "MONTHLY" shall be construed accordingly; and
"ORASOLV(R) TECHNOLOGY" means CIMA's effervescent,
fast-dissolving, oral drug delivery tablet technology as
defined in the Licence Agreement;
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"PAYMENT DATES" means each of the dates on which repayment
installments are due in respect of the Loan under clause 4.1;
"PRODUCT" or "`ZOMIG' RAPIMELT" shall mean the pharmaceutical
dosage form which is formulated using the OraSolv(R)
Technology and contains zolmitriptan as its active ingredient,
whether taste masked or untreated.
"SALE" means the disposal (whether by virtue of one
transaction or a series of related transactions) of all or not
less than 30% (by book value) of the assets of CIMA;
"TAXES" includes all present and future taxes, levies,
imposts, duties, fees or charges of whatever nature together
with interest thereon and penalties in respect thereof and the
expression "TAXATION" shall be construed accordingly.
1.2 Headings
Clause headings are inserted for convenience of reference only
and shall be ignored in the interpretation of this Agreement.
1.3 Construction of certain terms
In this Agreement, unless the context otherwise requires:
1.3.1 references to clauses, parties, schedules and recitals
are to be construed as references to the clauses of,
and the parties, schedules and recitals to, this
Agreement and references to this Agreement include its
schedules;
1.3.2 references to (or to any specified provision of) this
Agreement or any other document shall be construed as
references to this Agreement, that provision or that
document as in force for the time being and as from
time to time amended in accordance with
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the terms thereof, or, as the case may be, with the
agreement of the relevant parties;
1.3.3 words importing the plural shall include the singular
and vice versa;
1.3.4 references to a time of day are to London time;
1.3.5 references to a person shall be construed as including
references to an individual, firm, company,
corporation, unincorporated body of persons or any
State or any agency thereof; and
1.3.6 references to any enactment shall be deemed to include
references to such enactment as re-enacted, amended or
extended.
1.4 Terms defined in the Supply Agreement or the Licence Agreement
shall have the same meaning when used in this Agreement.
2 THE LOAN
2.1 Astra relying upon each of the representations and warranties
in clause 7, shall advance the Loan to CIMA within ten (10)
days after the date of this Agreement, upon and subject to the
terms of this Agreement.
2.2 Astra shall advance the Loan by crediting CIMA's bank account
no. with the sum of US $3,500,000 within ten (10) days after
the Date of this Agreement. Details of such bank account are
as follows:
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CIMA LABS INC
[***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]
Bank: North West Bank
255 2nd Avenue South
Minneapolis
Minnesota 55479
3 INTEREST
3.1 Normal interest rate
Interest shall accrue on the Loan in respect of each Interest
Period at the rate per annum which is the aggregate of (a) one
half of one per cent. and (b) LIBOR (or, if clause 3.3.1
applies, an alternative rate calculated in accordance with
clause 3.3.2). Such interest shall be compounded on the last
day of each Interest Period and added to the principal amount
of the Loan outstanding at such time.
3.2 Default interest
If CIMA fails to pay any sum (including, without limitation,
any sum payable pursuant to this clause 3.2) on its due date
for payment under this Agreement CIMA shall pay interest on
such sum from the due date up to the date of actual payment
(as well after as before judgment) at a rate of the aggregate
of (a) two percent per annum, and (b) the interest rate in
effect from time to time for the Loan pursuant to clause 3.1.
3.3 Market disruption; non-availability
3.3.1 If and whenever, at any time prior to the commencement
of any Interest Period Astra shall have determined,
that adequate and fair means do not exist for
ascertaining LIBOR during such Interest Period (even
with regard being had to paragraph (b) of the
definition of LIBOR in clause 1.1) Astra shall
forthwith give notice (a "Determination Notice")
thereof to CIMA.
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3.3.2 In such event, there shall be substituted for LIBOR
the rate of interest publicly announced by the Bank of
America as its prime rate, or base rate, one day prior
to the first day of such Interest Period, and such
interest rate shall remain in effect until such time
as Astra notifies CIMA that none of the circumstances
specified in clause 3.3.1 continues to exist whereupon
the normal interest rate fixing provisions of this
Agreement shall apply.
3.4 Interest payable from CIMA to Astra under this Agreement shall
be paid by CIMA without deduction for any tax or duty levied
outside Sweden, provided however that CIMA may withhold tax to
the extent that Astra can obtain relief for such tax under the
relevant Double Taxation Agreement in force between Sweden and
the United States of America. CIMA will, however, apply any
treaty relief that is available which reduces the level of
taxes required to be withheld and will provide all reasonable
assistance to Astra, if requested, to allow such reduced rate
to be applied. If applicable laws require that taxes be
withheld, CIMA will deduct those taxes from the remittable
payments, make timely payment of the taxes to the proper
taxing authority and send proof of such payment to Astra
within sixty (60) days following that payment. CIMA agrees to
take all steps reasonably requested by Astra to minimize such
taxes to Astra at Astra's cost and subject to CIMA being
indemnified by Astra to CIMA's reasonable satisfaction. For
the avoidance of doubt the interest rates fixed according to
clauses 3.1, 3.2 or 3.3 shall be the rate of gross interest.
4 REPAYMENT
4.1 On each date when any royalties fall due from IPR to CIMA
under the Licence Agreement in respect of sales of Zomig
Rapimelt, there shall become due and payable from CIMA to
Astra such part of the Loan outstanding at that time
(including accrued and unpaid interest thereon) as is equal to
50% of the royalty payment then due from IPR to CIMA (or, if
less, the total amount of the Loan (including accrued unpaid
interest thereon) outstanding at that time). Payment shall be
made by CIMA to Astra in accordance with clause 6 and all
other relevant provisions of this Agreement. On each Payment
Date IPR shall be entitled to withhold up to 50% (except as
provided in clause 4.2) of the
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amount of royalty then due to CIMA (or, if less, the total
amount of the Loan (including accrued unpaid interest
thereon) outstanding at that time), but only if CIMA has
failed to make payment to Astra in whole or in part of the
amount due on such Payment Date and only until such amount of
principal and interest has been paid by CIMA to Astra. If IPR
so agrees with Astra, IPR may apply such withheld amount by
way of set-off in repayment of an equivalent amount of the
Loan (including accrued unpaid interest thereon). The Licence
Agreement shall be deemed amended accordingly.
4.2 If and when the Loan becomes repayable in full for any reason,
then without prejudice to any other remedies Astra might have,
IPR shall be entitled to withhold up to 100% of the amount of
royalties due to CIMA from time to time (or, if less, the
total principal amount of the Loan (including accrued unpaid
interest thereon outstanding at that time)), but only if CIMA
has failed to make payment to Astra in whole or in part of the
amount then due to Astra, and only until such amount has been
paid by CIMA to Astra. If IPR so agrees with Astra, IPR may
apply such amount(s) by way of set-off in repayment of an
equivalent amount of the Loan (including all accrued unpaid
interest thereon), until such time as the Loan (including all
accrued unpaid interest thereon) have been repaid in full. The
Licence Agreement shall be deemed amended accordingly.
4.3 CIMA may at any time on a Banking Day prepay in whole or in
part the outstanding amount of the Loan (including interest
accrued thereon) without premium or penalty provided that any
such pre-payment of part only of the Loan must be of not less
than US $100,000 and subject to Astra being given not less
than 5 Banking Days' prior written notice of CIMA's intention
so to repay the Loan or such part thereof.
4.4 CIMA shall prepay the Loan in full (together with all interest
accrued to the date of prepayment) within thirty (30) days
following a Sale or Change of Control.
4.5 The amount of the Loan (including all accrued unpaid interest
thereon) outstanding and unpaid as at the Maturity Date shall
become due and payable from CIMA to Astra on the Maturity
Date.
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5 STAMP AND OTHER DUTIES
CIMA shall pay all stamp, documentary, registration or other like
duties or taxes (including any duties or taxes payable by Astra or IPR
but excluding any taxes imposed on or measured by the net income of
Astra or IPR) imposed on or in connection with this Agreement or the
Loan and shall indemnify Astra and IPR against any liability arising by
reason of any delay or omission by CIMA to pay such duties or taxes.
6 PAYMENTS; ACCOUNTS AND CALCULATIONS
6.1 No set-off or counterclaim
All payments to be made by CIMA under this Agreement (whether
of principal or interest) shall be made in full, without any
set-off or counterclaim whatsoever and, except as provided in
clause 3.4, free and clear of any deductions or withholdings,
on the due date to such account of Astra as Astra may from
time to time specify for this purpose.
6.2 Non-Banking Days
When any payment under this Agreement would otherwise be due
on a day which is not a Banking Day, the due date for payment
shall be extended to the next following Banking Day.
6.3 Calculations
All interest and other payments of an annual nature under this
Agreement shall accrue from day to day and be calculated on
the basis of actual days elapsed and a 365 day year.
7 REPRESENTATIONS AND WARRANTIES
7.1 CIMA represents and warrants to Astra that:
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7.1.1 Corporate power to borrow
it has power to execute, deliver and perform its
obligations under this Agreement and to borrow the
Loan; all necessary corporate, shareholder and other
action has been taken to authorize the execution,
delivery and performance of the same and no
limitation on the powers of CIMA to borrow will be
exceeded as a result of entering into this Agreement;
7.1.2 Binding obligations
this Agreement constitutes valid and legally binding
obligations enforceable in accordance with its terms;
7.1.3 No conflict with other obligations
the execution and delivery of, the performance of its
obligations under, and compliance with the provisions
of this Agreement will not:
7.1.3.1 contravene any existing applicable law,
statute, rule or regulation or any judgment,
decree or permit to which it is subject;
7.1.3.2 conflict with, or result in any breach of
any of the terms of, or constitute a default
under, any agreement or other instrument to
which the it is a party or is subject or by
which it or any of its property is bound;
7.1.3.3 contravene or conflict with any provision of
it's By-Laws or equivalent documents; and
7.1.4 Default
No Default has occurred and is continuing which has
not been waived in writing by Astra;
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7.2 Repetition
The representations and warranties in clause 7.1 shall be
deemed to be repeated by CIMA on and as of each Payment Date
as if made with reference to the facts and circumstances
existing on each such day.
8 UNDERTAKINGS
8.1 CIMA undertakes with Astra that from the date of this
Agreement and so long as any monies are owing under this
Agreement, it will:
8.1.1 Insurance
insure and keep insured all its properties and assets
with underwriters or insurance companies of repute to
such extent and against such risks as prudent
companies engaged in businesses similar to those of
CIMA normally insure.
8.1.2 Notice of Default
promptly inform Astra of the occurrence of any
Default forthwith upon becoming aware thereof, and
will from time to time, if so requested by Astra,
confirm to Astra in writing that, save as otherwise
stated in such confirmation, no Default has occurred
and is continuing;
8.1.3 Use of proceeds
use the Loan exclusively for the purposes specified
in recital (E) and;
8.1.4 Pari Passu
ensure that its obligations under this Agreement
shall, without prejudice to the provisions of clause
8.2, at all times rank at least pari passu with all
its other present and future unsecured and
unsubordinated Indebtedness, with the exception of
any
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obligations which are mandatorily preferred by law
and not by contract.
8.2 CIMA undertakes with Astra that, from the Date of this
Agreement and so long as any monies are owing under this
Agreement, without the prior written consent of Astra, it will
not:
8.2.1 permit any Encumbrance (other than in favor of Astra)
to subsist, arise or be created or extended over all or
any part of its present or future undertakings, assets,
rights or revenues to secure any of its present or
future Indebtedness or that of any other person other
than Encumbrances to secure Indebtedness permitted
under clause 8.2.3 below;
8.2.2 No Loans and guarantees
make any loans, grant any credit (save for normal trade
credit in the ordinary course of business) or give any
guarantees (save for trade guarantees in the ordinary
course of its business) to or for the benefit of any
person; or
8.2.3 No Borrowings
incur any Indebtedness other than (i) indebtedness to
Astra under this Agreement, (ii) indebtedness to Wells
Fargo Business Credit, Inc. under that certain Credit
and Security Agreement dated as of July 14, 1999, (iii)
any future Indebtedness to Organon International A.G.
or any of its Affiliates in connection with any Licence
Agreement entered into between CIMA and Organon
International A.G. or any of its Affiliates, and (iv)
Indebtedness incurred in connection with the
acquisition of assets used in the business of CIMA and
which is secured by purchase money liens, or
constitutes a capitalized lease obligation, provided
that such Indebtedness shall not exceed 100% of the
cost of the assets acquired subject to such liens, and
such liens shall not encumber any property of CIMA
other than the assets acquired by CIMA subject thereto.
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9 INDEMNITIES
9.1 Miscellaneous indemnities
CIMA shall on demand indemnify Astra, without prejudice to any
of its rights under this Agreement, against any loss or
expense which Astra shall certify as sustained or incurred by
it as a consequence of the occurrence of any Event of Default.
10 EVENTS OF DEFAULT
10.1 There shall be an Event of Default if:
10.1.1 any sum due and payable by CIMA to Astra hereunder
is not paid in full within 14 days after the due
date; or
10.1.2 CIMA shall be in breach of or fail to perform or
observe any of the undertakings, conditions,
covenants, agreements or stipulations on its part
contained in this Agreement and which could have a
material adverse effect on the ability of CIMA to
comply with its payment obligations under this
Agreement and, in the case of a breach capable of
being remedied, fails to remedy that breach within
thirty (30) days after receiving written notice
from Astra specifying that breach and requiring the
same to be remedied; or
10.1.3 if CIMA commits a breach of any the provisions of
the Licence Agreement or of the Supply Agreement
and, in the case of a breach capable of being
remedied, fails to remedy that breach within thirty
(30) days after receiving written notice from Astra
specifying that breach and requiring the same to be
remedied; or
10.1.4 CIMA becomes insolvent or bankrupt, or admits in
writing its inability to pay its debts as they
mature, or makes an assignment for the benefit of
creditors, or ceases doing business as a going
concern, or CIMA applies for or consents
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to the appointment of a trustee or receiver for
itself or for the major part of its property; or
10.1.5 a trustee or receiver is appointed for CIMA or for
the major part of its property and the order of
such appointment is not discharged, vacated or
stayed within thirty (30) days after such
appointment; or
10.1.6 any judgment, writ or warrant of attachment or of
any similar process in an amount in excess of
$250,000 shall be entered or filed against CIMA or
against any of its property or assets and remains
unpaid, unvacated, unbonded or unstayed for a
period of thirty (30) days; or
10.1.7 an order for relief shall be entered in any Federal
bankruptcy proceeding in which CIMA is the debtor;
or if bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other
proceedings for relief under any bankruptcy or
similar law or laws for the relief of debtors, are
instituted by or against CIMA and, if instituted
against CIMA, are consented to or, if contested by
CIMA, are not dismissed by the adverse parties or
by an order, decree, or judgment within sixty (60)
days after such institution; or
10.1.8 CIMA shall default in any material respect in the
due and punctual performance of any covenant or
agreement in any note, bond, indenture, loan
agreement, note agreement, mortgage, security
agreement or other instrument evidencing or related
to Indebtedness in excess of $500,000, and such
default shall continue for more than the period of
notice and/or grace, if any, therein specified and
shall not have been waived;
10.1.9 CIMA suspends or ceases to carry on its business or
any material part thereof in the ordinary course of
business as now conducted; or
10.1.10 any representation or warranty made by CIMA
contained in this Agreement becomes materially
incorrect; or
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10.1.11 it becomes unlawful for CIMA to perform any of its
obligations under this Agreement.
10.2 At any time after any Event of Default has occurred, Astra
shall without prejudice to its other rights hereunder be
entitled to demand immediate repayment of the Loan (including
accrued unpaid interest thereon) and all other sums due under
this Agreement.
11 GENERAL
11.1 Benefit and burden
This Agreement shall be binding upon, and enure for the
benefit of, Astra, IPR and CIMA and their respective
successors.
11.2 No assignment by CIMA
CIMA may not assign or transfer any of its rights or
obligations under this Agreement.
11.3 Assignment by Astra
Astra may assign all or any part of its rights or transfer all
or any part of its obligations under this Agreement to an
Affiliate of Astra or, with the consent of CIMA (such consent
not to be unreasonably withheld or delayed), to any other
person.
11.4 Set-Off
Without prejudice to clauses 4.1 and 4.2 CIMA hereby agrees
that Astra and IPR may at any time after an Event of Default
has occurred without notice set-off any sum owing by Astra or
IPR to CIMA against any sums due to Astra hereunder.
11.5 Agreement to Prevail
For the avoidance of doubt should any of the provisions of the
Licence
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Agreement or the Supply Agreement conflict with the express
terms of this Agreement, the terms of this Agreement shall
prevail.
12 NOTICES AND OTHER MATTERS
12.1 Notices
Every notice, request, demand or other communication under
this Agreement shall:
12.1.1 be in writing delivered personally, by facsimile
transmission or by first-class prepaid letter;
12.1.2 be deemed to have been received, subject as otherwise
provided in this Agreement, in the case of a letter
when delivered or (if sent by airmail) 5 days after
it has been put into the post and in the case of
facsimile transmission, on the date the facsimile is
received; and
12.1.3 be sent:
to CIMA at: 10000 Valley View Road
Eden Prairie, MN USA 55344
Fax No: 612/947-8770
marked for the attention of: President and Chief
Executive Officer; and
to Astra at: Vastra Malarehamnen 9
S-151 36 Sodertalje
Sweden
Fax No: 08-553 290 00
marked for the attention of: Legal Affairs
Department.
or to such other address or for the attention of such
other person as is notified by CIMA or Astra to the
other party to this Agreement.
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12.2 No implied waivers, remedies cumulative
No failure or delay on the part of Astra to exercise any
power, right or remedy under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise by
Astra of any power, right or remedy preclude any other or
further exercise thereof or the exercise of any other power,
right or remedy. The remedies provided in this Agreement are
cumulative and are not exclusive of any remedies provided by
law.
13 FIRST RIGHT OF REFUSAL
As further consideration for Astra agreeing to advance the Loan, CIMA
hereby grants to Astra a first right of refusal to exploit any new
technology to which CIMA may have the right from time to time and which
may have application in conjunction with any technology or products of
Astra or any of its Affiliates. Accordingly, CIMA may not grant to any
third party the right to exploit any such technology if within one year
from the date upon which CIMA notifies Astra of its intention to grant
such a right to any third party, Astra (or one of its Affiliates) has
entered into a license and development option agreement with CIMA in
respect of such new technology for at least one application. For these
purposes, CIMA agrees to negotiate any such agreement in good faith and
that the terms of any such agreement shall be at least equivalent to
those offered by CIMA to any third party.
14 ENTIRE AGREEMENT
14.1 This Agreement contains the entire agreement and understanding
of the parties with respect to the Loan and supersedes all
prior agreements, written or oral with respect to the Loan.
Each party acknowledges that it has not been induced to enter
into this Agreement by reason of any representation made by or
on behalf of the other party.
14.2 No variation to this Agreement shall be effective unless in
writing and signed by or on behalf of both parties.
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15 GOVERNING LAW AND JURISDICTION
15.1 Law
This Agreement is governed by and shall be construed in
accordance with the laws of the State of Delaware without
regard to its choice of law provisions and each party submits
to the non-exclusive jurisdiction of the Federal courts of the
United States sitting in the State of Delaware and the courts
of the State of Delaware.
15.2 The submission by the parties to such jurisdiction shall not
limit the right of Astra or CIMA to commence any proceedings
arising out of this Agreement in any other jurisdiction it
considers appropriate. Any notice of proceedings or other
notices in connection with or which would give effect to any
such proceedings may without prejudice to any other method of
service be served in accordance with Clause 12.
IN WITNESS whereof the parties to this Agreement have caused this Agreement to
be duly executed on the date first above written.
ASTRA AB (in the process of changing its name to AstraZeneca AB)
Signed /s/ Johannes Linda
Johannes Linda
Assistant General Counsel
December 13, 1999
CIMA LABORATORIES, INC.
Signed /s/ John M. Siebert
Title President and CEO
Date 15 December 99