redacted version sales, marketing, distribution, and supply agreement whereas hemispherx is a biopharmaceutical company with headquarters at one penn center, 1617 jfk boulevard, suite 500, philadelphia, pa 19103, u. s. ( " hemispherx " ) and emerge health pty ltd. is a pharmaceutical company with its primary offices located at suite 3, level 1, 2 theatre place, canterbury vic 3126, australia ( " emerge ” ), each a “ party ” together, “ parties ” and whereas hemispherx owns intellectual proprietary rights relating to alferon n injection ® [ interferon alfa - n3 ( human leukocyte derived ) ] alferon and whereas hemispherx desires to have alferon provided to physicians treating genital warts and other infections and diseases to which patients in australia and new zealand have become refractory to recombinant interferon prior to regulatory approval and to have alferon approved by the australian regulatory authority, therapeutic goods administration ( “ tga ” ) and new zealand ’ s medicines and medical devices safety authority ( “ medsafe ” ) whereas hemispherx presently has no registered company or subsidiary in australia or new zealand and whereas emerge has sales, marketing, distribution capabilities in australia and new zealand and whereas emerge has the ability to supply alferon in australia and new zealand prior to approval by tga and medsafe in accordance with australia ’ s special access scheme ( “ sas ” ) and new zealand ’ s section 29 of the medicines act ( “ section 29 ” ) and to seek to gain tga and medsafe approval of alferon and subsequently to sell market and distribute alferon in australia and new zealand and whereas, emerge desires to supply alferon under australia ’ s sas and new zealand ’ s section 29 and to seek approval of alferon from tga and medsafe to subsequently sell market and distribute alferon in australia and new zealand and whereas, hemispherx desires to supply and sell alferon to emerge, and emerge is willing to purchase alferon from hemispherx now therefore, in consideration of the mutual covenants and agreements made herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows : i. definitions " affiliate " means any corporation or other business entity, which controls, is controlled by, or is under the common control of a party