ASSIGNMENT OF MARKETING RIGHT
THIS Assignment of Marketing Right (The Agreement), is made and entered into as
of the 6th day of July 1998, by and between Pentagenic Pharmaceuticals, Inc., a
corporation organized and existing under the laws of the State of Nevada
(Pentagenic), and Fuzhou 851 Marketing Company, Inc., a corporation organized
and existing under the laws of People's Republic of China (851 Company).
PREAMBLE
As supplement to the MANUFACTURING PLANT PURCHASE AGREEMENT signed between
Pentagenic and 851 Company, on July 6, 1998, Pentagenic desires to receive from
851 Company, and 851 Company desires to assign to Pentagenic the worldwide
(People's Republic of China excluded) exclusive marketing right of 851 Company's
products.
ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:
1. Territory:
The territory for the assignment of exclusive Marketing Right is worldwide
excluding People's Republic of China.
2. Products :
The products included in this agreement:
(a) 851 Oral Liquid and Powder product (Capsules and Tablets): including
but no limited to, private labeled "Haelan 951" for Haelan Products,
Inc. of Washington, USA, private labeled "Econogenic 851" for
Econogenic Inc. of California, USA.
(b) Private Labeled Products for BESO Pharmaceutics, Inc. of California,
USA: FeminAid, Skin Angel, Memomax, Lean Figure, and Intamate
Energizer
3. Exclusive
Pentagenic will enjoy the Marketing Right exclusively with full authority
to assign the Marketing Right of all of part of the Products to any third
party in Territory.
4. Rights to 851 Marketing Company:
851 Company will have marketing right in China for 10 years (from July
6, 1998) to any and all products manufacturing by the Manufacturing
Plant, including but not limited to, all the products listed in Products
and any Rexall Sundown product produced or packaged by the Manufacturing
Plant. 851 Company have right to distribute all the products mentioned
above through its established distributor network or assign part of the
marketing right to any third party in China for the purpose of
distributing the products.
5. Termination
851 Company is to maintain the Right in Section 4 for 10 years, except:
(a) In the event 851 Company cease to exist as a lawful cooperation for
any reasons, all the Right in Section 4 will automatically return to
Pentagenic.
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Pentagenic is to maintain the Marketing Right permanently, except:
(a) In the event Pentagenic cease to exist as a lawful cooperation for any
reasons, all the Marketing Right remain in Pentagenic will
automatically return to 851 Company. 851 Company will automatically
assume the rights and ownership defined in all agreements of
assignment of Marketing Right to third Parties between Pentagenic and
involved third parties.
(b) With mutual written agreement, Pentagenic can return all of part of
the Marketing Right to 851 Company.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their authorized officers on the date stated above.
Pentagenic Pharmaceuticals, Inc. Fuzhou 851 Marketing Company, Inc.
BY: BY:
--------------------------- ------------------------------
Name: Xxxxxx Xxx Name: Xxxx Xxxx
Title: Vice President Title: President
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