*** Certain information (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
EXHIBIT 10.1
AGREEMENT ON JOINT ACTIONS
*** AND
"AMERICAN BIOGENETIC SCIENCES, INC."
Moscow, Russia January 14, 2002.
*** (Moscow, Russia) on the one hand, and "American Biogenetic Sciences,
Inc." (New York, USA), on the other hand, hereinafter referred to as the
Parties, in further implementation of the agreement between "American Biogenetic
Sciences, Inc.". and the Ministry of Health of the Russian Federation of "27"
December 2001, have entered into the present agreement as follows:
1. *** is interested in the sale of the anthrax vaccine, the plague vaccine
and other medical immunobiological preparations and technology for their
manufacture, as outlined in Exhibit A and "American Biogenetic Sciences,
Inc." is interested in their purchase.
2. *** shall provide to "American Biogenetic Sciences, Inc." all of the
documentation and testing samples of the specified preparations as may be
requested by "American Biogenetic Sciences, Inc." in connection with the
certification, registration and other governmental approval of the specified
preparations. "American Biogenetic Sciences, Inc." shall provide to *** the
list of documentation and the quantity and other specification of testing
samples necessary or appropriate for such certification, registration and
other approval in any country where it will sell and distribute such
preparations
3. Volumes, terms and conditions of delivery and the price of any preparations
to be sold by *** and to be purchased by "American Biogenetic Sciences, Inc."
shall be separately agreed upon by the Parties in specific contracts for each
preparation separately.
4. *** shall obtain all necessary licenses and permits to sell and export the
preparations from the Russian Federation, and "American Biogenetic Sciences,
Inc." shall obtain all licenses and permits necessary to import and sell the
preparations on the territory of the countries where it will sell and distribute
the preparations.
5. Each of the Parties shall bear its own expenses for the certification,
registration or other approval of preparations on their territory and also for
obtaining all necessary licenses and permits referred to in the preceding
clause.
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*** Certain information (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
Page 1
6. *** has an agreement with the producer of the anthrax vaccine granting it the
exclusive right to sell and distribute the anthrax vaccine throughout the world
and *** hereby grants "American Biogenetic Sciences, Inc.". the exclusive right
to sell and distribute the anthrax vaccine in Canada, China, Mexico, the United
States of America and the countries of Central and South America for a period of
ten (10) years in consideration for the efforts, costs and expenses to be in
curred by "American Biogenetic Sciences, Inc." to attempt obtaining
certification, registration and other approval of the anthrax vaccine in the
United States of America. In addition, *** grants "American Biogenetic Sciences,
Inc." the first priority right to purchase other preparations for promoting them
on the world markets. "American Biogenetic Sciences, Inc." pledges to purchase
not less than 1,000,000 doses annually (for immunization of 500,000 patients)
pursuant to Section 3, once registration of the anthrax vaccine is approved for
sale in the United States.
7. Nothing in this agreement shall be construed as imposing on "American
Biogenetic Sciences, Inc." an obligation to deal exclusively with *** in respect
of any of the preparations, excluding the anthrax vaccine, provided *** can
provide "American Biogenetic Sciences, Inc.", within one year of the date of
this agreement, with an acceptable anthrax vaccine that meets all necessary
quality and manufacturing standards, and is reasonably price competitive
necessary to market the anthrax vaccine within the United States.
8. The Parties undertake to keep this agreement confidential and not to disclose
without the consent of the other Party any confidential information concerning
the prices, conditions and standard items, and also destinations, except as may
be required by applicable law or by the rules or regulations of any exchange or
over-the-counter market on which the shares of any such Party are traded.
9. All notices, inquiries, the consent and other correspondence between the
Parties concerning the present Agreement on joint actions of *** and "American
Biogenetic Sciences, Inc.". should be made in writing, directed to the address
of the Party - addressee, mentioned below, or to other address which the party
may specify by the notice made according to the present item, and should be
handed personally, or are directed on facsimile communication or on a E-mail
with subsequent confirmation by express service or registered mail.
10. This agreement shall be governed by the laws of the Russian Federation.
11. This agreement shall be effective from the date of its execution for a
period of ten (10) years and, provided both Parties fulfill their obligations
outlined in this agreement, shall be automatically prolonged thereafter for
another ten year period in case neither Party gives notice in writing of its
termination to the other Party one year prior to the expiration of the
then-current term of this agreement.
12. If either party breaches a material term of this Agreement the other party
shall be allowed to terminate this Agreement if an adequate remedy to cure the
breach has not been implemented within ninety (90) days after written notice.
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*** Certain information (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
Page 2
13. If Acts of God, strikes, export or import bans, or other circumstances that
are decreed to be Force-Majeure cause a delay or failure to perform the
agreement obligations by and of the Parties, the fulfillment of the agreement
obligations is extended for the period equal to duration of force-majeure, but
not more than (6) six months. That Party that is subject to delay or failure to
perform the agreement obligations shall immediately notify the other Party in
writing.
14. Any controversy or claim arising out of or relating to this agreement shall
be settled by binding arbitration by the International Court of Arbitration of
the International Chamber of Commerce (the "ICC") in accordance with the ICC
Rules of Arbitration in effect at the time of the arbitration. The arbitration
proceedings shall be conducted in Geneva, Switzerland and in the English
language. There shall be three (3) arbitrators, one of whom shall be selected by
the Party seeking to initiate the arbitration, one by the other Party and the
third by the two arbitrators so selected. The arbitration award shall be given
in writing and shall be final and binding on the Parties with respect to the
subject matter in controversy. The Parties shall keep confidential the
arbitration proceedings and terms of any arbitration award, except as may
otherwise be required by law. Each Party shall bear its own legal fees and other
costs related to the arbitration, except that the arbitrators shall determine
who shall bear the costs of the arbitrators. The arbitrators may determine
arbitrability but may not award punitive damages or limit, expand or otherwise
modify the terms of this agreement.
If to Association:
***
If to American Biogenetic Sciences, Inc.:
Xxxxxx X. Xxxxx
Chairman and CEO
American Biogenetic Sciences, Inc.
0000 Xxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx
Ph: x0-000-000-0000
Fax: x0-000-000-0000
E-mail: xxxxx0@xxx.xxx
*** Chairman and CEO
*** American Biogenetic Sciences, Inc.
/s/ *** *** /s/ X.X. Xxxxx X.X.Xxxxx
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, 2002 . , 2002
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AGREEMENT EXECUTED IN BOTH ENGLISH AND RUSSIAN WITH BOTH LANGUAGE VERSIONS
BEING OF EQUAL VALIDITY
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*** Certain information (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
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