AGREEMENT
This Agreement is made and entered into as of the 17th day of January 2007, by
and between:
1. Xxxxxxxxx Filters, Inc., having its registered office in Timberlake, North
Carolina, USA, a Delaware Corporation, having its principle place of
business at 000 Xxxxxx Xxxxxx, Xxxxx 000-00, Xxxxxx Xxxx, Xxxxx Xxxxxxxx,
00000, XXX, hereinafter referred to as: XXXXXXXXX;
And
2. Glycanex BV, having its registered office in Hilversum, The Netherlands, a
Dutch corporation, having its principle place of business at Xxxxxxxxxxxxx
00-00, 0000 XX Xxxxxxxxx, The Netherlands, hereinafter referred to as:
GLYCANEX;
WHEREAS:
XXXXXXXXX entered into a Sales Agreement with GLYCANEX dated March 16, 2006 for
purchasing a minimum of 200 tons of Glycapol 1005 from Glycanex during the
three following years;
GLYCANEX has delivered the first 10 tons in April 2006 under the Sales
Agreement as agreed between GLYCANEX and XXXXXXXXX;
XXXXXXXXX is currently unable to pay the outstanding amounts due to GLYCANEX
for the first 10 ton shipment, including interest and collection costs, and is
additionally uncertain of its ability to honor the remaining obligations under
the Sales Agreement of March 16, 2006;
GLYCANEX is willing to settle all amounts due to GLYCANEX by XXXXXXXXX, and to
terminate the Sales Agreement between XXXXXXXXX and GLYCANEX, under the
settlement terms set forth in this Agreement:
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1 DEFINITIONS
The following words or phrases shall have the meaning indicated when used in
this Agreement:
1.1 "Effective Date" and "Effective Date of this Agreement" shall mean the date
filled in above.
1.2 "Parties" shall mean XXXXXXXXX and GLYCANEX (in singular or plural usage,
as indicated by the context).
1.3 "Sales Agreement" shall mean the Sales Agreement entered into between
GLYCANEX and XXXXXXXXX on March 16, 2006.
1.4 "XXXXXXXXX Patent Rights" shall mean all patents or applications thereto
of any country or region, owned or controlled by XXXXXXXXX as listed in
Exhibit 1 of the Patent License Agreement between GLYCANEX and XXXXXXXXX
executed on the same date as 1.1, and further defined in said GLYCANEX
XXXXXXXXX Patent License Agreement.
2 SETTLEMENT TERMS
2.1 Concurrently with the execution of this Agreement, XXXXXXXXX shall execute
a Patent License Agreement with GLYCANEX for XXXXXXXXX Patent Rights
outside of the USA.
2.2 XXXXXXXXX hereby designates GLYCANEX as exclusive supplier for supplying
the first 200 tons of Glycapol 1005, or a similar product related to
XXXXXXXXX patent rights, required for XXXXXXXXX'x future commercial
activities in the USA or any other territories not covered by XXXXXXXXX
Patent Rights. The price of the Glycapol 1005, or similar product, will be
the same as indicated in the Sales Agreement. XXXXXXXXX agrees that this
exclusive supplier status will be transferred to any and all of the
assignees, licensees, sublicensees, agents, affiliates or subsidiaries of
XXXXXXXXX in the USA or any other territories not covered by XXXXXXXXX
Patent Rights.
2.3 XXXXXXXXX agrees to provide GLYCANEX with the option to assume all rights
and title to any US patent rights of XXXXXXXXX in the event that XXXXXXXXX
wishes to discontinue financial support for executing or maintaining any US
patent rights.
2.4 XXXXXXXXX hereby surrenders any Glycapol 1005 previously shipped to it to
any locations outside of the USA. XXXXXXXXX will work with GLYCANEX as
required to insure that repossession of the Glycapol 1005 is realized by
GLYCANEX.
2.5 GLYCANEX hereby waives its claim for the outstanding amounts owed by
XXXXXXXXX to GLYCANEX under the Sales Agreement, and interest and
collection costs stemming there from, and hereby terminates the Sales
Agreement of March 16, 2006, pursuant to its General Conditions of Sale,
which are an integral part of the Sales Agreement.
3 CONFIDENTIALITY
3.1 Parties agree that the contents of this Agreement are confidential and
shall not be divulged to third parties without the written consent of all
Parties. No public announcement shall be made related to this Agreement
without the consent of all Parties.
4 MISCELLANEOUS
4.1 This Agreement shall be binding not only upon the Parties hereto, but also
upon, and without limitation thereto, their assignees, successors, heirs,
officers, directors and employees.
4.2 No waiver by any Party, whether express or implied, of any provision of
this Agreement or of any breach or default of any Party, shall constitute a
continuing waiver of such provisions or a waiver of any other provision of
this Agreement.
4.3 This Agreement shall be interpreted and construed, and the legal relation
created herein shall be determined, in accordance with the laws of The
Netherlands. With respect to any controversy arising out of or relating to
this Agreement, such controversy shall be finally submitted to the
competent court in The Hague, The Netherlands, or at the discretion of
Glycanex, can be submitted to arbitration by a suitable body in The
Netherlands.
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have executed this Agreement in two (2) original counterparts as of the date
first written above.
XXXXXXXXX FILTERS, Inc. GLYCANEX B.V.
Signature:/s/Learned Xxxxxxxx Hand Signature:/s/Xxxxxxx X. Xxxxxxxx
------------------------ ----------------------
Name: Learned Xxxxxxxx Hand Name: Xxxxxxx X. Xxxxxxxx
Title: CEO Title: Managing Director
