Exhibit 10.19
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SUPPLY AND DISTRIBUTION AGREEMENT
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1. PARTIES
This Agreement is made between
VIRAGEN (EUROPE) LTD. having its principal address at ▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and VIRAGEN
(SCOTLAND) LTD. having its principal address at Pentland
Science Park, ▇▇▇▇ Loan, Peniculk, Midlothian EH260 PPZ,
UNITED KINGDOM,
hereinafter referred to as "the Company" and
TRADEWAY INCORPORATED, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and with offices in Taipei, Taiwan at 13
Lane 199, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇.
hereinafter referred to as "the Distributor".
2. PURPOSE
The purpose of this Agreement is to grant the Distributor the
exclusive right to market, sell and distribute the Product
within the Territory as defined in Exhibit A and in accordance
with the terms and conditions expressed herein.
3. DEFINITIONS
In this Agreement, each time the following terms are used with
initial capitals, their meanings shall be as specified
hereunder.
- "Affiliated Companies" shall mean, in relation to a given
company, any company which, directly or indirectly,
controls, is controlled by or is under common control with
such company.
- "Batch" and "Lot" shall mean a defined quantity of the
Product which has been produced during a defined cycle of
manufacture, and which is identified by a unique
production number.
- "Contract Year" shall mean any period of l2 (twelve)
consecutive calendar months following the Effective Date,
as defined hereunder, or anniversary thereof.
- "Distribution Record" shall mean the record sheet
detailing every shipment of the Product made by the
Distributor to any of its customers including, but not
limited to, the customer's name, address, batch number,
number of bottles and date of shipment.
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- "Effective Date" shall mean the first day of the month
following the month during which the Distributor is
granted the "Product License", hereinafter "PL", as
here-under defined.
- "Parties" shall mean the Company and the Distributor.
- "Party" shall mean either the Company or the Distributor.
- "PL" shall mean the Product License (or authorization
under a physician prescription/named patient program)
granted by the competent medical authorities of Taiwan for
allowing the sale and distribution of the Product in the
Territory.
- "Price" shall mean the price of the Product as described
in Exhibit B.
- "Product" shall mean Interferon Alfanative(R) as
chemically described and with the specification given in
Exhibit C as modified from time to time according to the
provisions of Exhibit B.
- "Recall Operation" shall mean the operation for recalling
the Product if it is suspected or known to be defective.
4. APPOINTMENTS
The Company hereby appoints the Distributor as its exclusive
Distributor for the Product in the Territory (as defined in
Exhibit A) and Distributor hereby accepts such appointment in
accordance with the terms and conditions herein expressed.
5. PRODUCT PURCHASE AND SUPPLY COMMITMENTS
5.1 Distributor and Company agree to the purchase and supply of
the following U.S. Dollar purchase and sales of Product over
the initial term of this Agreement per the following
Performance Schedule, subject to the terms and conditions
herein expressed:
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PERFORMANCE SCHEDULE
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ESTIMATED PURCHASE
AND SALES IN U.S.
PERIOD DURATION DOLLARS
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Initial Period First Consecutive 12 to 18 Months $5 Million
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First Period Second Consecutive 12 to 18 Months $50 Million
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Second Period Third Consecutive 12 Months $50 Million
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Third Period Fourth Consecutive 12 Months $50 Million
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Fourth Period Fifth Consecutive 12 Months $50 Million
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Fifth Period Sixth Consecutive 12 Months $50 Million
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Total $255 Million
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* Fifth Period (and any portion thereof) is operative if less
than 18 months is achieved in either the First and/or
Second Periods.
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5.2 Distributor will initiate a 200 patient hepatitis C clinical
evaluation immediately after receipt of initial shipment of
Product. Distributor will pay for all materials (including
Product), costs and expenses incurred for clinical
evaluations. The Company agrees to provide Distributor with a
ten percent (10%) discount on the agreed pricing of the
Product up until the equivalent cost of the 200 patients'
material (Product) has been absorbed after which the full
price shall be paid by the Distributor.
6. MEDICAL REGISTRATION
6.1 The Distributor shall take any and all necessary measures in
order to obtain and maintain appropriate approvals from the
Taiwanese regulatory authorities which shall include, but not
be limited to, a PL and authorization to distribute the
Product within Taiwan. All costs and expenses associated with
obtaining regulatory approval and the necessary permits to
sell the Product in the Territory shall be borne by the
Distributor (as described in Exhibit A).
6.2 If the PL is not obtained within eighteen (18) months from the
date of the last signature to this Agreement, Viragen shall
have the right to terminate the Agreement according to the
conditions contained in Article 11 below.
6.3 The Distributor shall pay all regulatory and governmental
registration fees, all the annual registration maintenance
fees and other fees required for the sale of the Product as
promulgated by any local, regional or national governmental
authority.
6.4 In the event the Company is not free to disclose to the
Distributor any information required by the responsible
regulatory or other authorities, the Company shall be obliged
to make such secret information available to the authorities
on the Distributor's behalf at its own cost and expense.
6.5 The Company shall receive two (2) copies of all registration
certificates, documentation for reimbursement and any other
data or documentation forthwith upon their issuance. The
Distributor specifically agrees to provide the Company with
copies of all correspondence with the registration authorities
as well as any and all government agencies. Each party shall
furnish the other with information on any observed unexpected
side effects, injury, toxicity or sensitivity reaction
associated with the clinical use, studies, investigations or
tests of the Product in accordance with Exhibit D, which
contains a sub-agreement.
6.6 Distributor will at its own cost register the Product in
Taiwan and the Company will be the owner of the Registration
in accordance with the existing rules of the Taiwanese law.
Tradeway will complete the Registration of the Product in
Taiwan within six (6) months or earlier from the date of the
last signature to this Agreement.
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7. COMPETITION, REPORTS, FORECASTS, INFORMATION AND INVENTORY
7.1 Obligation Not to Compete
The Company shall refrain from selling the Product in the
Territory and shall not grant nor appoint any other person or
entity as Distributor of the Product in the Territory.
The Distributor shall not manufacture, sell or distribute any
interferon or other products which compete with the Product.
The Distributor may, however, continue its business activities
with respect to such products as it sells or distributes on
the date of signing this agreement as reflected in Exhibit E.
The Distributor may nominate a Sub-Distributor upon submission
of a request for approval and a copy of the draft
Sub-Distributor Agreement which shall be submitted to the
Company for its approval. No Sub-Distributor agreement shall
be valid without the written approval of the Company.
From the date of this agreement, Distributor shall not
distribute, directly or indirectly, any products containing
the same active ingredients as the Product.
The Distributor hereby warrants that it shall not seek
customers for the Product outside the Territory, sell the
Product outside the Territory, or establish any branch or
maintain any distribution depot outside the Territory. The
Sub-Distributor Agreement shall require the Sub-Distributor to
so warrant and the Distributor shall be accountable to the
Company for enforcing this provision.
The Distributor shall not have the right to produce the active
ingredient of the Product.
7.2 Reports and Agreements
The Distributor agrees to furnish the Company each calendar
quarter, or at such intervals as agreed upon by the Company
and the Distributor, with a true and accurate report on all
sales of the Product in the Territory, as specified herein.
The Distributor agrees to also furnish the Company with copies
of all agreements, brochures, pamphlets and documents which
may relate to the Product including those developed, produced
or used by the Distributor in connection with the sale of the
Product. The Distributor agrees not to use any such material
without the Company's prior written approval. Upon submission,
the Company agrees to respond promptly without any unnecessary
delay and consent shall not be unreasonably withheld.
At any time upon reasonable request of the Company,
Distributor agrees provide the Company with information,
including but limited to, selling prices, market trends,
competitive environment and competitor's prices, technical or
commercial information useful for the adaptation of the
Product to market requirements. Distributor agrees to send to
the Company a quarterly report on market developments in the
Territory and Distributor's sales progress relating to the
Product.
At any time and upon reasonable request of the Company,
Distributor shall permit the Company's representative(s) to
accompany Distributor's representative(s) on visits made to
customers in order to have the Company better acquainted with
the specificity of the market for the Product in the
Territory. The Company agrees not to circumvent the
Distributor during the term hereof and any renewal.
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7.3 Forecasts
Following PL approval, the Distributor shall submit to the
Company each calendar quarter during each calendar year a
rolling forecast for the following 4 (four) quarters showing
the planned purchase quantities of the Product. The
Distributor shall place its firm orders for the Product for
the following quarter with the rolling forecast. Before
approval by the Company, the Distributor shall submit each
month a rolling forecast for the following twelve months
connected to firm orders for the Product for the following
quarter.
7.4 Information
The Company shall provide the Distributor with all presently
available data, information and documents necessary for the
carrying out of this Agreement, including technical documents
and advertising material.
7.5 Inventory
The Distributor shall buy and maintain, at his own cost, an
inventory of the Product equaling no less than the amount
forecasted for the following quarter and see to it that the
Product is kept in good condition and that all reasonable
precautions are taken to prevent its deterioration at its own
cost, expense and liability.
8. THE DISTRIBUTOR
8.1 Independency
8.1.1 For Its Own Account
The Distributor shall buy and sell the Product in its own name
and for its own account and act in all respects as an
independent contractor. The Distributor shall organize the
distribution of the Product in such a manner as to most
effectively promote the sale of the Product and maintain a
level of product support necessary for the proper selling,
marketing and distribution of the Product.
8.1.2 Independent Contractor
This Agreement does not designate the Distributor to be the
agent, partner or legal representative of the Company for any
purpose whatsoever, and the business con-ducted by the
Distributor pursuant to this Agreement with third parties
shall be wholly at the Distributor's own risk and account as
an independent contractor.
The Distributor is not granted any right or authority to
assume or create any obligation or responsibility, express or
implied, on behalf of or in the name of the Company or to bind
the Company in any manner whatsoever.
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8.2 Unfair Competition and Infringement of Rights
The Distributor shall inform the Company of all acts of unfair
competition and of all infringement of patents, trade ▇▇▇▇,
trade names, or similar rights of the Company which have come
to its attention to the extent that the rights of the Company
have been violated. If requested by the Company, the
Distributor shall assist the Company at the Company's expense
in any action or litigation involving such acts or
infringements.
8.3 Distribution Records
In order to enable the Company to comply with the requirements
of the European Code of Good Manufacturing Practice (Volume IV
of the Rules Governing Medical Products in the European
Community), the Distributor shall keep Distribution Records
for each Batch of the Product sold to the customers. This
information shall be made available to the Company in case of
Recall Operation or upon request, within two working days, by
sending a fax, confirmed by a letter, to:
BioNative AB Viragen (Scotland) LTD.
Tvistevagen 48 Pentland Science Park
S-907 ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
Sweden ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel no: ▇▇-▇▇-▇▇▇▇▇▇ Tel no: ▇▇-▇▇▇-▇▇▇-▇▇▇▇
Fax no: ▇▇-▇▇-▇▇▇▇▇▇ Fax no: ▇▇-▇▇▇-▇▇▇-▇▇▇▇
9. CONDITIONS OF SALE
9.1 Purchase Orders
The Distributor shall present all orders for the Product to be
purchased under this Agreement to the Company together with
adequate delivery instructions and pre-payment. Orders
presented by the Distributor shall bind the Company only after
written confirmation of acceptance thereof by the Company.
9.2 Price Guidelines
9.2.1 Price and Conditions
The Distributor shall purchase the Product at prices and on
conditions set forth by the Company from time to time in
Exhibit B. Notwithstanding the above, the Company shall be
entitled to change any Product Price at any time subject to
giving Distributor six (6) months prior written notice.
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9.2.2 Payment Terms
The Distributor shall pay the Company for the Product supplied
according to payment terms as set forth in Exhibit B.
9.3 Advertising and Promotion
9.3.1 Best Efforts
The Distributor shall use its best efforts and diligence in
promoting and initiating effectively the sales of the Product
throughout the whole of its Territory.
9.3.2 Advertising and Promotional Activities
The Distributor shall ensure the advertising and the promotion
of the Product and, to a reasonable extent, the participation
in conventions, trade shows and exhibitions held in the
Territory. The costs of advertising and promotion are to be
borne by the Distributor. All advertising and promotional copy
shall be submitted to the Company for its written approval
prior to release.
9.3.3 Conformity with Applicable Laws
9.3.4. The Distributor shall be responsible for any advertising and
promotional material for the Product and for their conformity with
applicable laws and regulations.
9.3.5 Thirty (30) days before the first delivery takes place,
Distributor shall provide the Company with the art works of:
- the carton
- the labels for the Product and the cardboard box per the
models communicated by the Company to the Distributor, and
the leaflets to be packed with the Product
all of which shall be approved by the Company.
9.3.6 Before approval, the Company will deliver the Product in ampoules
of 3 and 6 MIU, labeled with English text indicating batch numbers
and expiration date, packed in plastic trays, each containing five
ampoules.
9.3.7 Distributor shall be responsible for delivering copy of any text
in Chinese that may be required under law, rule or regulation.
10. GENERAL PROVISIONS
10.1 Trade Secrets
The Distributor shall not, even after the expiration of this
Agreement, use or communicate to any third party any trade
secrets which the Distributor has come to know in one way or
another through its work for the Company. The obligation shall
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cease at the end of a period of (five) 5 years from the date
of the termination or expiration of this Agreement; however,
the obligation shall not cease for any reason prior to the end
of the first (ten) 10 years after the signing of the
Agreement.
The Distributor assumes the responsibility, liability and
obligations that its employees and any Sub-Distributor and its
employees shall preserve the secrecy of trade secrets with
respect to third parties.
10.2 Trademarks
Trademarks, Tradenames and Copyrights used by the Distributor
for the Product shall be the property of the Company, and the
Distributor agrees to use only such Trademarks, Tradenames and
Copyrights as indicated and approved in writing by the
Company. It is agreed that the Company's registered trademark
of the Product, Interferon Alfanative(R), Omniferon(TM) or
Multiferon(TM) may be used in Taiwan, provided a registration
of these trademarks will be obtainable and maintained.
The Distributor shall not, without the Company's prior written
consent, use the Company's corporate name, telegraphic
address, graphic or other trademarks, whether during the
maintenance of or after the termination of this Agreement.
The Distributor shall not register or attempt to register for
any purpose any trade-▇▇▇▇, tradename, copyright, name, title
or expression of the Company as used on the Product or any
other trademark or any tradename which is similar thereto.
Electronic emails may be considered adequate consent if
originated at the Company's premises.
The Company shall not be liable to compensate the Distributor
for any claims, expenses, costs, losses or damages the
Distributor may suffer as a result of the infringement of any
third party intellectual property rights in connection with
the transactions contemplated hereunder.
10.3 Assignment
The Company shall have the right to assign this Agreement,
upon written notice to Distributor but without the prior
consent of Distributor, to:
a) any of its Affiliated Companies; or
b) its successors in interest as a result of a statutory
merger or consolidation; or
c) a company acquiring all or substantially all of the
Company's business and assets including the part
concerned by this Agreement.
The Company reserves the right to terminate this Agreement
whenever the control of the Distributor's company passes over
to another party than the party controlling it at the time of
signature of this present Agreement. Exhibit F lists the
current stockholders of the Distributor and its affiliates.
10.4 Force Majeure
If due performance of this Agreement by either party is
affected in whole or in part by reason of any event, omission,
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accident, general shortage of commodities, legal circumstances
or other matter beyond the reasonable control of such party,
it shall give prompt notice thereof to the other party and
shall be under no liability for any loss, damage, injury or
expense suffered by the other party for this reason. Both
parties shall use all reasonable efforts to avoid or overcome
the causes affecting performance and the party whose
performance is affected by such force majeure shall fulfill
all outstanding obligations as soon as possible.
10.5 Warranties and Liability
10.5.1 The Company warrants to the Distributor that the Product delivered
hereunder shall comply with the specification set forth in the
Product License and consistent with Exhibit C.
a) If the parties agree that a certain lot of the Product
supplied hereunder fails to meet said specification or is
otherwise defective or if such lot is recognized as
defective by an independent laboratory as provided for
hereafter in this section, and unless otherwise mutually
agreed upon, the Distributor shall send such lot back to
the Company and the Company shall replace it at its own
expense, including the freight back, with a new lot of the
Product conforming with said specification. The
Distributor shall have no other remedies against the
Company for defects in the Product.
b) If the parties fail to agree that a certain lot of the
Product supplied hereunder meets said specification,
Distributor may request an expert appraisal by an
independent laboratory, not associated with any of the
parties hereto, to determine whether the Product complies
with said specification. Should the Company disagree with
regard to the choice of laboratory, the Company has the
right to request that the laboratory is appointed by the
International Chamber of Commerce provided that the
Company informs the Distributor within two weeks after
having been informed by the Distributor about its choice
of laboratory, that the Company requests that the
appraisal shall be carried out by a laboratory appointed
by the Chamber. The report of the laboratory shall be
conclusive and binding on the parties hereto. All expenses
related to such appraisal shall be borne by the party,
whose opinion of which has been found not to be correct.
No other warranties, expressed or implied, including,
without limitation, merchantability or fitness for a
particular purpose, are made or will be deemed to have
been made by the Company regarding the Products, except to
the extent expressly stated herein. Neither the
Distributor, nor any of its employees, agents or
representatives is authorized to give any warranties or
make any representations on behalf of the Company. In no
event shall the Company be held liable for any lost
profits or any other incidental or consequential damages
in connection with any claims arising out of or related to
any products supplied by the Company to the Distributor.
10.5.2 The Distributor shall indemnify and hold the Company harmless
from and against any and all liability, damage, loss, cost or
expense arising out of or resulting from any claims made or
suits brought against the Company or the Distributor, which
arise out of or result from the Distributor's negligent act or
omission in the marketing, selling or distribution of the
Product.
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10.5.3 The Distributor has, and shall at all times during the term of
this Agreement and for a period of two years thereafter, have
full insurance coverage with reputable and sound insurance
covering all and any risks, including (without limitation) any
liabilities to third parties and the public (including without
limitation product liability). The Company will have the right
to review the insurance policies in order to make sure the
Distributor's insurance coverage is sufficient.
10.5.4 The Company represents that it will add the Distributor as a
Named Insured on its current International Liability Insurance
Policy held with MedMarc Casualty and Insurance Company under
Policy Number 00FL020010 within 30 days from the date of
execution of this agreement.
10.5.5 Compliance with Applicable Laws
The Distributor agrees that it will, on its own comply with
all laws, statutes and ordinance in the Territory relating to
the import and sale of the Product and agrees to indemnify and
hold the Company harmless in the event that any claim is made
against it by reason of the Distributor's failure to so
comply. In particular, the Distributor agrees to comply with
all safety laws and regulations in the Territory relating to
the Product and the Company agrees to provide all necessary
information and assistance to the Distributor to enable it to
so comply.
10.6 Taxes
The Distributor shall pay all excise or sales taxes that may
be required to be paid by the Company or the Distributor by
any statute, ordinance or regulation of any taxation
authority. In the event that the Company is required to or
does pay any of such taxes, the Distributor, upon being
informed of such payment, shall at once repay the amount
thereof to the Company. The Distributor, unless prohibited by
any such statute, ordinance or regulation, shall have the
right to require any dealer or Sub-Distributor handling such
goods to pay any such excise or sales taxes on the goods so
handled by him.
11. DURATION AND TERMINATION
11.1 Duration
This Agreement shall have immediate force and effect and shall
remain in effect until the completion of the Fifth Period
described in Paragraph 5.1 of this Agreement and shall
continue thereafter for an additional three (3) year term and
continue thereafter for two automatic three (3) year terms
unless and until terminated by either party giving to the
other six (6) months notice in writing prior to the end of the
Initial Term or any Subsequent Term.
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11.2 Termination
11.2.1 Failure to Fulfill Obligations or to Obtain or Maintain PL
This Agreement may be terminated with three (3) months written
notice forthwith by either party if the other party fails to
fulfill any of its obligations under this Agreement and such
default is not remedied within thirty (30) days of the date on
which a written notice thereof has been dispatched to the
defaulting party or if the Distributor fails to obtain or
maintain the PL as set forth in Article 6, Medical
Registration.
11.2.2 Termination for Bankruptcy or Insolvency
This Agreement may be terminated immediately in the event that
either party is declared insolvent, is adjudged bankrupt or
files a petition for bankruptcy or re-organization under any
bankruptcy law, is expropriated or sequestrated or submits or
has to submit to any other administrative or judicial measures
of control.
Insolvency is defined to mean the inability to pay debts, as
they become due and the excess of liabilities over assets.
11.2.3 Termination for Loss of License to Sell Product
The Company shall have a right to terminate this Agreement
with immediate effect should the Company's license to sell the
Product be withdrawn.
11.3 Effect of Termination
On the termination of this agreement, the Distributor shall
return, without delay, all registration and permission
documents to the Company together with all formulas,
manufacturing procedures and other confidential documentation
which the Distributor has obtained from the Company. The
Distributor agrees that it shall not make any further use of
this documentation. The Company shall have the option to
repurchase any paid unsold Product at prices paid by the
Distributor to the Company.
11.4 Notice of Termination
Provided that notice of termination has been dispatched by
registered letter, the notice shall be considered to have been
received by the addressee four days after the letter was so
dispatched.
11.5 Exclusive and Non-Exclusive Distribution Rights
In the event Distributor fails to achieve one-half (50%) of
the sales figures set forth under "Performance Standards" in
paragraph 5.1, then the exclusive distribution rights as set
forth herein may be cancelled in the Company's sole
discretion. If the exclusive rights are so cancelled, then
Distributor shall have non-exclusive distribution rights
within the Territory. Distributor shall remain the exclusive
distributor within the Territory during the term of this
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agreement and any renewal thereof in the event Distributor has
generated one-half or more of the sales figures set forth
under Performance Standards in paragraph 5.1. This provision
shall not apply during the first 18 months of the term of this
Agreement and sales shall be calculated on a 12-month basis
thereafter.
11.6 Termination Compensation
Neither party hereto shall be liable to the other for any
termination compensation whether based on goodwill, loss of
income or otherwise.
12. FINAL PROVISIONS
12.1 Governing Law
This Agreement shall be governed by the laws of the U.K..
12.2 Language
The English text of this Agreement shall prevail.
12.3 Arbitration
Any dispute in connection with this agreement shall be finally
settled by arbitration in accordance with the Rules of the
Arbitration Act of the International Chamber of Commerce and
the settlement will take place in Edinburgh, Scotland and be
conducted in the English language.
12.4 Modifications
All modifications and amendments to this Agreement shall be in
writing.
12.5. Notices and Communications
All notices in connection with this Agreement shall be in
writing and be in the English language, as shall all other
written communications and correspondence, and may be given by
personal delivery, prepaid registered airmail letter,
telecopier, or telegram addressed to the Party required or
entitled to receive the same at its address or telefax number
set out below, or to such other address or telefax number as
such Party shall have designated by like notice to the other
Party. Notice of termination of this Agreement if given by
telecopier or telegram shall be confirmed by prepaid
registered airmail letter dated and posted within 24 hours.
The effective date of any notice if served by personal
delivery, telecopier, or telegram shall be deemed the first
business day in the city of destination following the dispatch
and if given by prepaid registered airmail letter only, it
shall be deemed served seven days after the date of posting.
12.6 Exhibits
All Exhibits attached hereto shall be made a part of this
Agreement.
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12.7 No Waiver
The omission by either Party to exercise any right hereunder
shall not constitute a waiver thereof and shall not prevent
the subsequent enforcement of that right and shall not be
deemed to be a waiver of any subsequent right.
12.8 Survival of Provisions
The provisions of this Agreement shall survive its termination
for so long as may be necessary to give efficacy thereto.
12.9 Entire Agreement
This Agreement, which includes the Exhibits attached hereto,
contains the entire understanding and supersedes all prior
agreements of the parties with respect to the transactions
contemplated hereby. There are no agreements, promises,
warranties, covenants or understandings other than those
expressly set forth herein.
12.10 Invalidity
Any provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability
of such provision in any other jurisdiction.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and
year indicated below.
VIRAGEN (EUROPE) LTD. TRADEWAY INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇, Chairman By: /s/ ▇▇▇ ▇▇▇▇▇, Coo
-------------------------- ------------------
(Name and Title) (Name and Title)
Print: ▇▇▇▇▇▇ ▇▇▇▇▇ Print: ▇▇▇ ▇▇▇▇▇
Date: October 25, 2001 Date: October 30, 2001
VIRAGEN (SCOTLAND) LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇, Chairman
------------------------------------
(Name and Title)
Print: ▇▇▇▇▇▇ ▇▇▇▇▇ Date: October 25, 2001
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