SPECTRUM PHARMACEUTICALS INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>a89552exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
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                                                                    EXHIBIT 10.2

                                SUPPLY AGREEMENT

         THIS AGREEMENT is made and entered into on the 16th day of April, 2002,

BY AND BETWEEN

         M/S. J.B. CHEMICALS & PHARMACEUTICALS LTD., a company incorporated
under the provisions of the Companies Act, 1956, having its registered office at
Neelam Center, 'B' Wing, 4th floor, Hind Cycle Road, Worli, Mumbai 400 025,
hereinafter referred to as "JBCPL", which term shall include its successors and
permitted assigns, and which company is represented herein by Shri J.B. Mody,
Shri S.B.Mody of the One Part

                                       AND

         NEOJB LLC, a limited liability company organized in accordance with the
laws of the State of Delaware within the United States of America, having its
principal office at 157 Technology Drive, Irvine, California, USA 92618,
hereinafter referred to as "NEOJB" which term shall include its successors and
permitted assigns, and which company is represented herein by Alvin J. Glasky,
Ph.D, Rajesh Shrotriya, M.D., Samuel Gulko and Ashok Gore, Ph.D. of the Other
Part;

A.       WHEREAS, JBCPL is currently involved in or intends to be involved in
         the manufacture in India of the drugs mentioned in Annexure 'A' and
         markets and distributes the same in India and abroad under the
         trademarks as more particularly indicated in the said Annexure 'A'
         and/or such other trademarks as the said JBCPL may utilize in this
         regard from time to time. JBCPL, is also the owner of Patents, both in
         India and other countries, including the United States of America in
         respect of the said drugs as more particularly mentioned in detail in
         Annexure 'B'. The products detailed in the said Annexure 'A' and 'B'
         are hereinafter collectively referred to as "THE EXISTING PRODUCTS". As
         new products become

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         available, Annexure 'A' and Annexure 'B' will be amended from time to
         time to incorporate such new products.

B.       WHEREAS, NEOJB is a marketing and distribution company organized in the
         United States of America ("USA") for the purposes of marketing and
         distributing some of the existing products, each of which drugs is
         subject to a specific product addendum hereto. The drugs detailed in
         the said specific product addenda are hereinafter collectively referred
         to as "THE SAID PRODUCTS";

C.       WHEREAS, JBCPL is desirous of engaging NEOJB to obtain regulatory
         approval from the United States Food and Drug Administration ("FDA") to
         market the said products in the USA, and to market and distribute the
         said products in the USA, under the various trademarks and tradenames
         registered by JBCPL in the USA;

         Now THEREFORE, for and in consideration of the foregoing premises, and
the mutual covenants, stipulations, terms and conditions herein contained the
parties agree as follows:

1.       APPOINTMENT AND TERRITORIAL LIMITS

         1.1.     Subject to the terms and conditions of this Agreement, JBCPL
         hereby appoints NEOJB as its exclusive distributor for the sale of the
         said products in the USA and NEOJB agrees to market and distribute the
         said products in the USA in accordance with the terms and conditions of
         this Agreement. JBCPL hereby grants to NEOJB, during the term of this
         Agreement, an exclusive license to use the Intellectual Property Rights
         associated with the said products for the purposes of obtaining
         regulatory approval of the said products in the USA and marketing,
         distributing and selling the said products in the USA. For the purposes
         of this Agreement, "Intellectual Property Rights" means, collectively,
         worldwide Patents, Copyrights, Trademarks, mask work rights, trade
         names and all other intellectual property rights and proprietary
         rights, whether arising under the laws of the United States or any
         other state, country or jurisdiction, including all rights

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         or causes of action for infringement or misappropriation of any of the
         foregoing. For purposes of this Agreement: (a) "Patents" means all
         patent rights and all right, title and interest in all letters patent
         or equivalent rights and applications, including provisional
         applications, for letters patent or rights, industrial and utility
         models, industrial designs, petty patents, patents of importation,
         patents of addition, certificates of invention and other government
         issued or granted indicia of invention ownership, including any
         reissue, extension, division, continuation or continuation-in-part
         applications throughout the world; (b) "Trade Secrets" means all right,
         title and interest in all trade secrets and trade secret rights arising
         under common law, state law, federal law or laws of foreign countries;
         (c) "Copyrights" shall mean all copyrights, and all other literary
         property and authorship rights, and all right, title, and interest in
         all copyrights, copyright registrations, certificates of copyright and
         copyrighted interests throughout the world; and (d) "Trademarks" means
         all right, title and interest in all trademark, service mark, trade
         name and trade dress rights arising under the common law, state law,
         federal laws and laws of foreign countries, and all right, title, and
         interest in all trademark, service mark, trade name and trade dress
         applications and registrations interests throughout the world.

         1.2.     It is however agreed and clarified between the Parties hereto
         that the rights of NEOJB to act as the distributor of JBCPL shall be
         initially confined to the territorial limits of USA (as on the date of
         this Agreement) and shall thereafter extend to other neighbouring
         countries with the prior written consent of JBCPL. For the purposes of
         abundant caution it is also clarified that this Agreement shall not
         prevent and this JBCPL shall be free to enter into such marketing,
         distribution and representation agreements in any and all other
         territories whether relating to the said products or otherwise.

2.       CONFIDENTIALITY

         2.1      Neither Party shall disclose to any third party any
         Confidential Information and which was obtained from the other Party in
         connection with this

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         Agreement. This obligation of secrecy of the Confidential Information
         shall not apply to information which is required to be disclosed to
         governmental agencies for product registration purposes or as may be
         required by applicable law or governmental authority having competent
         jurisdiction over the receiving Party. In addition, the secrecy
         obligation shall expire for Confidential Information which:

         a)       is or ceases to be Confidential Information as a consequence
                  of authorized disclosures;

         b)       was already in the possession of a Party at the time of
                  receipt from the disclosing Party, as shown by documentary
                  evidence;

         c)       after the date of this Agreement is received from a third
                  party whose direct or indirect source is not the disclosing
                  party.

                  For the purpose of this Article, the term "CONFIDENTIAL
         INFORMATION" shall mean any information or data (including but not
         limited to any technical or non-technical data, and any formula,
         patents, methods, processes, patterns, compilation, programs, device or
         technique) that derive economic value, actual or potential, from not
         being generally known to other persons. Confidential Information would
         also include all information exchanged by and between the Parties in
         relation to this Agreement or otherwise marked as confidential by any
         Party to this Agreement.

         2.2.     The Parties agree: (a) to exercise the same degree of care and
         protection (but no less than a reasonable degree of care and
         protection) with respect to each other's Confidential Information as a
         Party would exercise with respect to its own confidential information;
         and (b) except as expressly authorized by this Agreement, or as
         necessary to the performance of the obligations hereunder, not to
         directly or indirectly disclose, copy, transfer, or allow access to the
         Confidential Information. Without limitation to the generality of the
         foregoing, all persons with access to the Confidential Information will
         be subject to the same restrictions and limitations as that of the
         Parties to this Agreement. The Parties

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         shall ensure that appropriate non-disclosure undertakings are obtained
         in this regard. Provided that obtaining of such non-disclosure
         undertakings shall not absolve any of the Parties hereto from any
         breach that may be committed by reason of a breach by any of the
         persons to whom the Confidential Information has been disclosed
         pursuant to this Agreement.

         2.3.     The obligations contained in this Article shall survive the
         duration of this Agreement and thereafter for a period of fifteen (15)
         years or until the expiration of all Patents for the said products
         (including any extended term), whichever is later.

         2.4.     Without prejudice to any other provision of this Agreement,
         but notwithstanding anything contained in clause 15.1 hereto, the
         Parties acknowledge and agree that any violation of this Article 2 by a
         Party would cause the other Party irreparable injury for which such
         other would have no adequate remedy at law, and that such other Party
         shall be entitled to preliminary and other injunctive relief against
         the defaulting Party for any such violation. Such injunctive relief
         will be in addition to, and in no way a limitation of, any and all
         other remedies or rights that such other Party shall have at law or in
         equity.

3.       OBLIGATIONS OF JBCPL

         3.1.     JBCPL hereby agrees :

         a)       To hold and keep in force all manufacturing licenses and
                  permission in respect of the said products and comply with
                  requirements of all laws applicable to the said products.

         b)       To provide NEOJB and/or NeoTherapeutics, Inc. with all
                  documents required to enable the regulatory approval of the
                  said products by the FDA and NEOJB and/or NeoTherapeutics
                  shall render all assistance to JBCPL for registration of the
                  said products. It is hereby clarified and agreed to by and
                  between the Parties that the costs of such regulatory approval
                  of the

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                  said products shall be borne solely and exclusively by NEOJB
                  and/or NeoTherapeutics, Inc.

         c)       To provide all technical information and documents in respect
                  of the said products as may be required to facilitate
                  distribution and marketing of the said products by NEOJB in
                  USA.

         d)       To manufacture the said Products from time to time, either
                  directly or indirectly through any of its subsidiaries or
                  group companies in such quantities as may be required to
                  enable the fulfillment of the orders placed by NEOJB from time
                  to time.

         e)       To maintain high standards in manufacturing the said products,
                  and to produce quality products as per quality specifications
                  established by JBCPL, confirming to B.P./U.S.P. Pharmaceutical
                  specifications.

         f)       To comply with the applicable US regulations contained in 21
                  CFR - Sections 210 and 211, to the extent the same is not
                  contrary to provisions of Indian law.

         g)       To procure the raw material for the manufacture of the
                  existing products from the suppliers whose manufacturing
                  plants have been approved by the FDA, as applicable.

         h)       JBCPL will carryout all manufacturing /packaging activities in
                  the manufacturing facilities duly approved by the FDA, whether
                  such facilities be of JBCPL or any subsidiary, group concern
                  or any other person in India.

         i)       Any deficiencies noted during an FDA audit, independent audit,
                  or any audit conducted by any regulatory body of the
                  manufacturing/packaging

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                  plant in India will be remedied immediately by JBCPL and the
                  total cost of such remediation shall be borne by JBCPL.

         3.2      RECORDS AND REPORTS

         a)       JBCPL shall ensure that all Records that may reasonably be
                  expected to relate to any regulatory process in the United
                  States that may be applicable to any Product from time to
                  time, or that have been or may reasonably be expected to be
                  used to support any regulatory submission made by NEOJB or an
                  affiliate of NEOJB in the United States or elsewhere related
                  to any Product, are maintained as statutorily required, and in
                  any event for a period of not less than 20 years following the
                  completion of the applicable regulatory process, unless the
                  parties hereto unanimously agree otherwise.

         b)       JBCPL agrees to provide NEOJB with copies of such Records
                  required to be maintained under Section 3.2(a) as NEOJB may
                  reasonably request from time to time. All such copies shall be
                  prepared at NEOJB's expense, and shall be delivered to NEOJB
                  within twenty-one (21) days of receipt of a request for
                  copies.

         3.3      RIGHT OF FIRST REFUSAL

         a)       JBCPL hereby agrees that it shall not, directly or indirectly,
                  distribute and sell, permit or authorize any Person to
                  distribute or sell, enter into any distribution or sale or
                  grant any license with respect to, any Product in the United
                  States unless JBCPL first offers to enter into a Supply
                  Agreement with NEOJB with respect to such Product in
                  accordance with the terms set forth below.

         b)       JBCPL shall deliver to NEOJB written notice identifying the
                  Product or Products it wishes to offer to NEOJB. NEOJB shall
                  have ninety (90) days from the date it receives such notice
                  (the "Acceptance Period") to deliver to JBCPL written notice
                  (the "Acceptance Notice") that it wishes to enter into a
                  Supply Agreement with respect to such Product or Products.

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                  During the Acceptance Period, JBCPL shall, within two (2)
                  weeks of receiving a request from NEOJB, provide to NEOJB all
                  data and information related to such Product or Products as
                  NEOJB shall reasonably request that is in the possession of
                  JBCPL or to which JBCPL has access or rights, in order to
                  allow NEOJB to assess the Product or Products. The Acceptance
                  Period shall be extended for any delay by JBCPL in delivering
                  any requested data or information beyond the two (2) week
                  response time allowed.

         c)       If NEOJB delivers an Acceptance Notice to JBCPL within the
                  Acceptance Period, NEOJB shall have an additional thirty (30)
                  days from the date it delivers the Acceptance Notice (the
                  "Negotiation Period") to negotiate and execute a Supply
                  Agreement with JBCPL on terms reasonably acceptable to both
                  parties, which terms shall be intended to allow each party to
                  obtain a usual and customary profit margin from the
                  distribution and sale of the Products.

         d)       If NEOJB does not deliver an Acceptance Notice, JBCPL may
                  enter into arrangements related to the distribution and sale
                  of the offered Product or Products in the United States with
                  any Person on any terms during the one (1) year period
                  following the expiration of the Acceptance Period. If JBCPL
                  does not enter into any such arrangement within such one (1)
                  year period, it may not do so thereafter without again
                  complying with the provisions of this Section 3.3.

         e)       If NEOJB timely delivers an Acceptance Notice and the parties
                  do not enter into a Supply Agreement within the Negotiation
                  Period, JBCPL may enter into arrangements related to the
                  distribution and sale of the offered Product or Products in
                  the United States with any Person on terms no less favorable
                  to JBCPL than the last written proposal made by NEOJB or JBCPL
                  during the Negotiation Period during the one (1) year period

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                  following the expiration of the Negotiation Period. If JBCPL
                  does not enter into any such arrangement within such one (1)
                  year period, it may not do so thereafter without again
                  complying with the provisions of this Section 3.3.

4.       OBLIGATIONS OF NEOJB

         4.1.     NEOJB hereby agrees:

         a)       To comply with all statutory rules, regulations, drug laws and
                  all other government regulations affecting the importation and
                  sale of the said products in the USA.

         b)       To sell/market the said products bought from JBCPL in
                  accordance with marketing rules and regulations applicable in
                  the USA and for this purpose to adopt high marketing standards
                  and observe and comply with such reasonable marketing
                  practices as are common to marketing such products in the USA
                  by entities of similar size to NEOJB. Without prejudice to the
                  generality of the aforesaid, NEOJB shall in its sole
                  discretion carry out the sales promotion activities and such
                  other activities as are necessary to distribute and market the
                  said products in the USA.

         c)       To collect and store all market information and data on the
                  sales of the said products, including the regions and areas in
                  which the sales are higher/lower, segregating at all times
                  institutional sales from sales to retailers and stockists, the
                  prices at which the sales are being made and also to collect
                  such other market data as may be reasonably required by JBCPL
                  from time to time. To provide all such market data to JBCPL on
                  a monthly basis or on such other earlier frequency as may be
                  mutually agreed.

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         d)       To market and sell the said Products solely on the Trademarks
                  registered by JBCPL in the U.S.A. and on no other Trademarks
                  without the express approval of JBCPL.

         e)       To market and sell the said Products in the packaging provided
                  by JBCPL and not to sell the said Products in any other manner
                  without the express approval of JBCPL.

         f)       Save and except as provided in this Agreement, not to
                  represent JBCPL or the name of JBCPL in any manner whatsoever.

         g)       To store the said products in accordance with the product
                  storage specifications.

5.       PRODUCT WARRANTIES AND PRODUCT LIABILITY

         5.1.     JBCPL hereby represents that the products supplied by them
         shall be in compliance with the USA regulations, CFR parts 210 and 211.

         5.2.     NEOJB shall be responsible to carry out such tasks or
         activities as may be required to ensure that the products delivered
         comply with the said specifications. In the event of NEOJB being of the
         view that the products do not so comply with the FDA, USA requirements
         for any reason, then in such an event NEOJB shall ensure that the
         products found to be non-compliant are not sold or distributed to the
         customers and JBCPL is immediately notified of the same. Such
         inspection and notification shall be completed within 30 days from the
         receipt of goods in the USA. However all such notices of non-compliance
         shall be subject to verification of the same by the representatives of
         JBCPL. JBCPL shall not be required to take back any such goods, unless
         the same has been confirmed by an independent laboratory mutually
         identified to be non-compliant. The decision of the independent
         laboratory in this regard shall be final and binding. For the

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         purpose of making any such inspection and examination, the
         representatives of NEOJB shall provide full and complete co-operation
         to the designated representative of JBCPL. ALL THE EXPENSES IN
         CONNECTION WITH LABORATORY TEST TO BE DONE BY THE INDEPENDENT
         LABORATORY WOULD BE BORNE BY JBCPL. NEOJB shall not be liable to make
         any payments to JBCPL with respect to products found to be
         non-compliant at the time of receipt of the goods and shall, at JBCPL's
         direction, either destroy such products or return such products to
         JBCPL at JBCPL's expense.

         5.3.     Notwithstanding the aforesaid, it is the intention of the
         Parties and a term of this Agreement that in the event there is any
         dispute or claim raised by any third party, arising out of or relating
         to any of the said products, whether the same relates to any deficiency
         in the said products or relates to any manufacturing defect of the said
         products or relates to any side-effects of the said products or
         otherwise in any manner relates to the said products, NEOJB shall
         ensure that appropriate product liability insurance is obtained
         protecting NEOJB and JBCPL against any reasonable third party claims.

         5.4.     In the event that any governmental agency having applicable
         jurisdiction shall order, or it shall otherwise become necessary to
         perform, any corrective action or market action with respect to any of
         the said products, including any recall, field correction, market
         withdrawal, stock recovery, customer notice or restriction, then NEOJB
         shall be responsible for the reasonable out-of-pocket costs incurred in
         connection therewith.

6.       TRADEMARKS, PATENTS AND OTHER INTELLECTUAL PROPERTY

         6.1.     JBCPL hereby represents and warrants that it is the owner of
         all Intellectual Property Rights in respect of the said products. JBCPL
         hereby further represents and warrants that none of such Intellectual
         Property Rights or said products infringes any Intellectual Property
         Rights held by any third party.

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         6.2.     In the event that any Patents related to the said products
         being challenged or if any infringement proceedings being initiated in
         the USA either against NEOJB or JBCPL in respect of any of the said
         products, the same shall be defended by NEOJB at JBCPL's expense. NEOJB
         shall co-operate and provide JBCPL with all necessary information as
         may be within NEOJB's control and necessary to defend any/all such
         proceedings.

         6.3.     In the event of NEOJB perceiving any threat to any of the
         Patents of JBCPL or being aware of any third party infringing any of
         the rights of JBCPL under the Patents held by JBCPL in respect of the
         said products, NEOJB shall bring the same immediately to the attention
         of JBCPL. Thereafter, if so reasonably required by JBCPL, NEOJB shall
         initiate such proceedings as may be required by JBCPL to arrest any
         such infringements. All such proceedings shall be at the costs of
         JBCPL. In the event that JBCPL is desirous of taking any action against
         such infringement, then NEOJB shall provide all commercially reasonable
         co-operation as may be required by JBCPL to enable JBCPL to file such
         proceedings and obtain appropriate reliefs.

         6.4.     NEOJB recognizes that, as between NEOJB and JBCPL, the
         Trademarks appearing on the said products and mentioned in the Annexure
         'A' are the exclusive property of JBCPL and/or its affiliates. NEOJB
         shall use commercially reasonable efforts not do or cause to be done
         anything whereby the rights or reputation of JBCPL in respect of the
         said Trademarks and the said products are likely to be adversely
         affected.

         6.5.     Without prejudice to the generality of clause 6.3 above, NEOJB
         shall not be entitled to use the said Trademarks in any manner
         whatsoever without JBCPL's express permission. NEOJB shall also use
         commercially reasonable efforts to ensure that the said Trademarks on
         the packaging of the products imported from JBCPL are not modified,
         obliterated or altered in any manner whatsoever. All

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         marketing, sale and distribution of the said products by NEOJB shall be
         deemed to be "use" of the said Trademarks by JBCPL for the purpose of
         applicable trademark legislation.

         6.6.     Nothing herein contained shall at any time during the currency
         of this Agreement or upon expiry or earlier termination thereof be
         deemed to give NEOJB any right, claim, interest in the said Trademarks.
         NEOJB shall not be entitled to any benefit or right in the said
         Trademarks as a consequence of any marketing, sale or distribution of
         the said products. It is hereby expressly agreed by and between the
         parties hereto that NEOJB shall have no right to acquire the said
         Trademarks from JBCPL under any circumstances whatsoever by virtue of
         this Agreement.

         6.7.     NEOJB shall render all commercially reasonable assistance to
         JBCPL as may be required to ensure that the said Trademarks are duly
         registered in the USA.

         6.8.     NEOJB hereby recognizes that although certain of the
         Trademarks related to the said products are unregistered in the USA, as
         between NEOJB and JBCPL, JBCPL is the owner of the said Trademarks. In
         the event of NEOJB being aware of any infringement of any of the
         trademarks or any passing off, NEOJB shall forthwith intimate the same
         to JBCPL. Thereafter, if so reasonably required by JBCPL, NEOJB shall
         initiate such proceedings as may be required by JBCPL to arrest any
         such infringements or to prevent any passing off, including such
         injunctive actions as may be required. All such proceedings shall be at
         the costs of JBCPL. In the event that JBCPL is desirous of taking any
         action against such infringement or passing off, then NEOJB shall
         provide all commercially reasonable co-operation as may be required by
         JBCPL to enable JBCPL to file appropriate proceedings and obtain
         reliefs.

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7.       PLACEMENT OF ORDERS

         7.1.     NEOJB shall place written orders with JBCPL for supply of the
         required products from time to time, and JBCPL shall deliver the
         ordered products at the times and places, and in the amounts, specified
         in such written orders. JBCPL will require a minimum 90 days prior
         estimates of the quantities sought to be ordered to enable JBCPL to
         supply the same to NEOJB.

8.       PRICES

         8.1.     Prices for the said products to be supplied under the specific
         product addendum to this Agreement for the first year commencing from
         the date of regulatory approval for the specific product in the USA
         shall be mutually agreed upon execution of the specific product
         addendum to this Agreement. The said prices shall continue during the
         term of the Agreement unless they are mutually reviewed between the
         Parties. The Parties shall on the first anniversary of the date of this
         Agreement and every year thereafter discuss the review of the prices
         agreed. Prior to obtaining regulatory approval of each specific product
         in the USA, JBCPL shall supply to NEOJB at no cost such quantities of
         such specific product as NEOJB shall reasonably require in order to
         obtain regulatory approval of such specific product in the USA.

         8.2.     All prices as agreed to between the Parties shall be CIF
         (Cost, Insurance and Freight Prices). The risk in the said goods shall
         stand transferred to NEOJB forthwith on delivery of the goods to the
         port of entry into the USA, whether landed, by sea or by air. In the
         event of any loss of goods in transit, the liability of NEOJB shall not
         be liable for payment and shall such event occur, JBCPL shall make
         every reasonable effort to replace the lost goods. In the event of any
         loss of goods in transit subsequent to arrival at the USA port of
         entry, NeoJB shall bear all costs of loss, including the liability to
         pay JBCPL for the goods to the port of entry into the USA.

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9.       PAYMENTS

         9.1.     Payments for the orders shall be made through irrevocable
         letters of credit to be opened by NEOJB through a bank of International
         repute, the branch of which bank is also operating in India, which bank
         is acceptable to JBCPL. The letters of credit shall be opened in favour
         of JBCPL at least twenty (20) days prior to the scheduled date of
         shipment authorizing payments to JBCPL upon presentation of the
         relevant documents to the negotiating bank. The letters of credit shall
         be opened in favour of J.B. CHEMICALS & PHARMACEUTICALS LTD., Neelam
         Centre 'B' Wing, 4th floor, Hind Cycle Road, Worli, Mumbai 400 025,
         India. The letters of credit shall be governed by the terms of UCP 500.

10.      NON-COMPETE

         10.1.    NEOJB hereby acknowledges and agrees that in order to enable
         the better marketing and sale of the said products and/or any of the
         other existing products which may subsequently become part of the said
         products pursuant to the other provisions of this Agreement, NEOJB
         shall not for a period of five years from the date of termination of
         the supply Agreement or until the expiration of the applicable Patents,
         if any, whichever is later, hereof undertake the marketing of any
         products which would in any manner directly or indirectly compete with
         the distribution, marketing or sale of the said products. This
         restriction of non-compete shall only apply to the territory of the USA
         and NEOJB shall be free to market any products whether competing with
         the existing products or otherwise.

11.      FORCE MAJEURE

         11.1     Neither Party shall be under any liability whatsoever to the
         other for failure or delay in the performance of any of its obligations
         hereunder where such performance becomes impractical by reason of any
         event of Force Majeure (as hereinafter defined).

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         11.2.    For purposes of this Article, the expression "Force Majeure"
         shall mean war, acts of aggression, civil strife and terrorism, labour
         disputes, including strikes and lockouts, accidents, acts of God,
         shortages of materials, acts of Government, failure of networking,
         viruses, Trojans or any other bugs in systems or any matter (whether or
         not of the same nature as the foregoing) which are beyond the control
         of the Party affected by such event.

         11.3.    In the event a Force Majeure event hinders the performance of
         this Agreement by a Party, the other Party shall be entitled to suspend
         the operation of this Agreement by giving written notice to the party
         who is affected by the event of Force Majeure, if the continuance of
         this Agreement becomes impractical by reason of such event of Force
         Majeure. In the event the event of Force Majeure does not subside for a
         period of sixty days after the notice for suspension as aforesaid, the
         affected party may in its discretion choose to terminate to forthwith
         terminate this Agreement by providing notice of such termination in
         writing.

12.      ASSIGNMENT

         12.1     Neither party shall without the other's prior written consent,
         assign any of its rights or duties hereunder. It is however clarified
         that nothing in this Agreement shall prevent any of the parties from
         performing, sub-contracting any of its obligations herein to any of its
         subsidiaries or group companies, provided that the principal
         responsibility of performance of the terms and conditions of this
         Agreement remains and continues to remain on any of the parties and all
         such delegation or sub-contracting is in accordance with the other
         terms and conditions of this Agreement.

         12.2.    This Agreement shall be binding on the successors and
         permitted assigns of the parties hereto.

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13.      DURATION AND TERMINATION

         13.1.    This Agreement shall remain in effect so long as JBCPL or any
         of its affiliates is a member of NEOJB, unless earlier terminated by
         mutual agreement of the Parties; provided, however, that each specific
         product addendum may provide that this Agreement shall terminate
         earlier with respect to the specific product subject to such addendum.

14.      APPLICABLE LAW AND DISPUTE RESOLUTION

         14.1.    It is expressly agreed that this Agreement shall be governed
         by, subject to and interpreted in accordance with the laws of the State
         of California.

         14.2 In the event of any disagreement, dispute or conflict between the
         Parties relating to or arising out of the provisions of this Agreement
         that cannot otherwise be resolved promptly by the management of NEOJB
         and JBCPL within a period of thirty days from such date of the dispute,
         disagreement or conflict, the same shall be resolved by arbitration on
         the terms set forth in Section 10.19 of the Limited Liability Company
         Agreement of NEOJB.

15.      MODIFICATION

                  This Agreement shall not be subject to modification, except by
         modification in writing, signed by the parties, or their legal agents
         or representatives. This Agreement may not be varied except by written
         agreement duly executed by all parties hereto.

16.      NOTICES

                  All notices, letters and communications between the Parties
         shall be in writing. Any notices, letters or communications to be given
         pursuant to this Agreement shall be given only if transmitted by
         Telefax or electronic delivery

<PAGE>

                                       18

         subject to acknowledgement of electronic delivery by the recipient. The
         notice shall be deemed to be received only on the date of
         acknowledgement of electronic delivery, on the date of transmission by
         Telefax if such transmission is confirmed as having been successfully
         completed, or on the date of actual delivery by an internationally
         known courier service. Addresses for notice are as follows:

         FOR : NEOJB LLC                      FOR: J.B. CHEMICALS &

                                              PHARMACEUTICALS, LTD.

         157 Technology Drive                 Neelam Centre, "B" Wing, 4th Floor

         IRVINE, CA                           HIND CYCLE ROAD, WORLI, MUMBAI

         92618                                400025

         U.S.A.                               INDIA

         ATTENTION: (NAME & TITLE)            ATTENTION: (NAME & TITLE)

         TELEPHONE:                           TELEPHONE:

         TELEFAX:                             TELEFAX:

         EMAIL:                               EMAIL:

                  The parties may from time-to-time change their designated
         addresses, telephone numbers and person/s to whom notice should be
         sent, by sending to the other party a notice in accordance with the
         above sub-paragraph.

17.      PRINCIPAL TO PRINCIPAL BASIS

                  This Agreement is on a principal to principal basis and
         nothing contained herein shall be deemed to constitute NEOJB as an
         agent of JBCPL.

                           [signature page to follow]

<PAGE>

                                       19

                  IN WITNESS WHEREOF, the parties hereto have signed this
         Agreement on the date set forth below.

         Executed on April 16, 2002.

         For and on behalf of JBCPL           For and on behalf of NEOJB

         By:      /s/ J. B. Mody              By:   /s/ Alvin J. Glasky
            ------------------------------       -------------------------------
         Shri J. B. Mody                      Alvin J. Glasky

         Date : April 16, 2002                Date :  April 16, 2002

         Place: Irvine, California, U.S.A.    Place: Irvine, California, U.S.A.

</TEXT>
</DOCUMENT>
