IMO, the contract with Omaera is still worthless as written (Pages also out of order in this filing). The arbitration clauses are ridiculous and would then require non-binding arbitration prior to any meaningful litigation??? Let's all hope the contract is considered a rough outline and these these two legitimate companies just want to do business together when (Or if) Lodonal gets approved in Kenya.
That said, under Supplier's Undertakings (7) and Product Registration (8), IMUN is responsible for ..."all other governmental and regulatory permits, licenses and approvals for the Product..." reason enough for Omaera to terminate.
10.2 a: "This Agreement may be terminated by mutual written agreement of the Parties or by either Party upon forty-five (45) calendar days' prior written notice to the other Party if such other Party breaches any material provision or warranty of this Agreement..." fails to cure blah blah blah. Tries to revert back to supply/mfr issues, but it's not explicit, therefore 45 days IMO.
referencing back to:
9. Representations and Warranties 9.2 Supplier warrants and represents the following paragraph g. "Supplier has and will maintain throughout the Term of this Agreement all permits, licenses, registrations and other forms of governmental authorization and approval as required by applicable laws in order for Supplier to execute and deliver..."
Still 8.3 states " On termination of this Agreement for any reason..."
Correct me if I am wrong, but I do not see where IMUN applied for approval from NASCOP. Nowhere to locate applications (Or submit applications) on NASCOP site. Link if you find something.
From 10-Q 11/14/17 "In April 2017, the Company submitted a New Drug Application (“NDA”) to the Pharmacy and Poison Board (“PPB”) in Kenya for LodonalTM for the treatment of patients with HIV and cancer, both as a standalone treatment as well as an adjunct treatment, and as an immunomodulator." So, are we awaiting approval from Pharmacy and Poison Board or NASCOP?
I would assume Omaera would prefer approval and then distribution. Since Nigeria has taken so long and neither party, AHAR nor IMUN terminated, we should all hope Omaera is comfortable with similar delays. Hopefully, not their first rodeo and they had such expectations. Checking Omaera website yesterday and was unable to pull up any products or product listings. Great partner so far...
On the bright side:
From the 10-Q 11/14/17, "Under the 2013 distribution agreement with AHAR Pharma, after the Company received NAFDAC approval to sell LodonalTM in Nigeria, AHAR was required to place an initial order for capsules totaling between 1 million and 1.5 million capsules, at $1.00 per capsule. No order was placed. The parties have agreed to amend their agreement in this regard, and they expect to close negotiations by the end of November 2017. The Company expects to ship an initial order of 400,000 capsules, commencing before year-end 2017, over a 12-month period in equal quarterly instalments. AHAR has notified the Company that it has opened discussions with a small number of wholesalers for the purchase of LodonalTM."
IMO, since AHAR knows the cost for Omaera was $.65, they probably want that rate too. Maybe expect a PO for $260k profits???
