EXHIBIT 10.10
SALES AGREEMENT
This Agreement is made and entered into this 13th day of January, 1997,
by and between Americare Biologicals, Inc., a Florida corporation doing business
at 00 X.X. 000 Xxxxxx, Xxxxx, Xxxxxxx 00000, XXX (hereinafter referred to as the
"Company"), and Xxxxx XxXxxxx, and/or his nominee(s), doing business at 000 X.
Xxxxxx Xxxxx, X.X. Xxx 0000, Xxxxx Xxxxxxx, Xxxxxxx 00000, XXX (hereinafter
referred to as "Agent"), and
WHEREAS the Company owns or has proprietary interests in certain
scientific projects, HIV test procedures, hepatitis detecting systems, research
and development projects, including but not limited to the area of transdermal
delivery and transudate detection technology, and
WHEREAS the Agent desires to market and sell licensing agreements, and
such products as listed in the paragraph above, and
WHEREAS the Agent agrees that he can only sell the Company's products
to representatives of countries whom have received written and certified
mandates and/or appropriate sales evidencing their authority to represent the
referred country in said sale, and
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. a. During the terms of this Agreement, the Company agrees to
give to the Agent and/or his nominee, the exclusive right to
market and sell any of the Company's technology and products
to countries which have issued written government
approval/mandates (hereinafter referred to as "mandates") of
the product(s) to Agent.
b. Said exclusive rights shall be limited to the geographical
boundaries of countries which the Agent has received herein
referenced mandates.
c. Exclusive rights shall be given to the Agent for a period of
time during which he maintains the mandate. Further, the
duration of this Agreement shall remain in force as long as
the Agent maintains sale of the minimum units as referenced in
Addendum A.
d. The minimum order each year shall be based upon the schedule
as referenced in Addendum A. The minimum order for the HIV
test shall be based upon a percentage times the population of
the target country as referenced in Addendum A.
e. The cost of the tests (in U.S. Dollars) are as follows to the
Agent:
HIV Test Kits (multiple) $ 9.23 per test
HIV Test Kits (single) $10.23 per test
f. Minimum order of each test are referenced in Addendum A.
2. The Company reserves the right to change the prices without notice when
challenged with increasing labor, supply, component, and any other related
manufacturing costs.
3. Once the minimum order for the target country has been satisfied, the
Agent may sell to any other entity within that specific country.
4. Any support, lectures or training of the Agents' and/or countries'
personnel at the offices of the Company is without charge.
5. Any support, lectures or training of the Agents' and/or countries'
personnel outside of the Company's facility will be at the expense of the Agent
and/or target country. This includes coach air fare (business class if for
President), food, lodging, and any expenses incurred by the Company to provide
such requested services. The Company will not charge for the services of the
requested scientist.
6. The President of the Company agrees to accompany the first shipment to
the target country under the conditions stated in Section 5, above.
7. Payments to the Company must be in the form of bank drafts, money
wires, and/or letters of credit from acceptable banks.
8. All letters of credit must be from a billion dollar or more rated bank,
must be assignable, divisible, negotiable, and irrevocable and banks must
confirm funds in the United States and in U.S. Dollars.
9. All orders require a letter of credit, as described in Section 8 above,
before orders are processed. Such letter of credit must be in an amount equal to
the total order amount.
10. Shipments are FOB, Miami, Florida, USA.
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11. All shipping documents, import licenses, insurance, etc. must be
secured by Agent and presented to the Company before shipment of order.
12. All shipments must be by air freight under required controlled
temperatures.
13. The Agent and/or country are responsible for any tax, duty, customs
charges, etc. incurred in the purchase and shipment of the product to the target
country.
14. The target country will provide approval by its Health and/or Drug
Administration that the test is an accepted procedure within the country and
complies with the country's appropriate laws governing such testing device
and/or pharmacology.
15. The Agent must submit to the Company any sales literature for their
comments, input and final approval.
16. The Company will provide test instructions to Agent in both English
and the language of the target country.
17. The Company will provide technical data, description and explanation of
the Company's technology only in English. Translation into the target country's
language will be the responsibility of the Agent for that country.
18. Samples will be shipped at full price.
19. Any samples for evaluation must be used under the Company's protocol
and a copy of the test results submitted to the Company in the appropriate
format.
20. The target country will provide whatever documents are necessary to
assist the Company in securing the export license from the United States to the
referenced country.
21. Any donations of the Company's products to any other country will be
credited against the entity which may have the mandate for the specific country
which received the donation.
22. In the performance of the contents of this Agreement, the Agent shall
be acting as an independent contractor. Furthermore, nothing contained in the
Agreement shall be construed to constitute a joint venture or partnership
between parties. No party shall have and/or exercise any control or directions
over the methods by which the other party performs its services hereunder except
what is contained and referenced within this Agreement.
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23. This Agreement shall be binding upon and shall inure to the benefit of
the Agent and the Company, and to their successors and assigns. This Agreement
may not be assigned without the express written consent of all parties.
24. This Agreement shall be governed and construed under the laws of the
State of Florida. This Agreement is deemed executed in Dade County, Florida,
which shall be the sole venue for any causes of action arising from this
Agreement. In the event of any litigation arising out of the terms and
conditions set forth herein, or hereafter added to this Agreement, the
prevailing party in said litigation shall be entitled to reasonable attorney's
fees and costs of both the trial and appellate court levels.
25. Should any part of this Agreement be declared invalid for any reason,
such decision shall not affect the validity of any remaining portion hereof,
which remaining portion shall remain in full force and effect as if this
Agreement had been executed with the invalid portion eliminated.
26. This Agreement may be amended or modified only by written amendment
agreed to and executed by all parties to this Agreement.
27. This Agreement contains the sole and only agreement of the parties. Any
prior or contemporaneous agreements or promises are of no force or effect.
28. The waiver by any party of a breach, violation or of strict compliance
of any provision of this Agreement shall not operate as, or be construed to be,
a waiver of any subsequent breach, violation or of strict compliance of the same
or other provision of the Agreement.
29. Any notice of demand desired or required to be given under this
Agreement shall be in writing, shall be personally serviced or sent by Certified
Mail, return receipt requested, and shall be sent to the addresses below. Any
party may change the address to which notices are sent by sending written notice
of such change of address to the other party in the manner set forth above. In
the event a party does not provide notice of a change of address to the other
party, any notice or demand given to the last known address shall be sufficient.
30. This Agreement may be terminated with notice if Company executes a
Licensing Agreement with another entity for any/all products. Of course, this
Agreement shall immediately terminate in any territory/country for which an
entity other than Agent receives
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written government approval/mandates for the sale of any/all Company's products
before Agent receives same.
31. Any and all licenses registrations, and/or mandates shall be the
property of Company. Any and all expenses incurred in receiving any and all
licenses, registrations, and/or mandates shall be paid by Agent. Any power
granted by Company to Agent to procure any and all licenses, registrations, and
or mandates shall not be considered in any way to be a granting of any
intellectual and/or property rights to Agent. If at any time Agent is not in
compliance with any of the provisions of this Agreement, Agent warrants that it
shall return any and all licenses, registration, and/or mandates to Company with
all duties paid; and, further, Agent warrants that it shall execute any
documentation necessary to facilitate the above.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives on this 13 day of January, 1997.
AMERICARE BIOLOGICALS, INC.
00 X.X. 000xx Xxxxxx
Xxxxx, Xxxxxxx 00000
(000) 000-0000
By: /s/ Xxxxxx X. X'Xxxxxx
----------------------------------------
Xx. Xxxxxx X. X'Xxxxxx, President
Xxxxx XxXxxxx
000 X. Xxxxxx Xxxxx
X.X. Xxx 0000
Xxxxx Xxxxxxx, Xxxxxxx 00000
(000) 000-0000
By: /s/ Xxxxx XxXxxxx
----------------------------------------
Xxxxx XxXxxxx
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ADDENDUM A
COST OF TESTS
HIV Multiple $ 9.23 per test
HIV Single $10.23 per test
MINIMUM ORDERS
1st year 3% of target country's population
2nd year 5% of target country's population
3rd year 7% of target country's population
NOTE: The 3rd year minimum will continue into the future. Any changes will be
based upon specific conditions within the target country
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