LICENSE AGREEMENT
In Lima, on January 2 of 1999, between Tepual S.A. represented by Xxx Xxxxxx
Soubbotnick C.I. 4335394 address General Ekdhal 000 Xx Xxxxxxxx, Xxxxxxxx Xxxxx
and Biosur S.A.C. represented by Xxxxxx Xxxxxx Xxxxx X.X. N-83679 Peru, both
with addresses in Los Calderos 208 Ate- Vitarte, Lima Peru, agree on the present
License Agreement.
First: Tepual S.A. has developed and is sole owner of poultry vaccines named as
follows:
- Infectious Bronchitis with two different pathologic
presentations
- Hepatitis with body inclusion
- Infectious Coriza
- Enteritis Salmonella and its combinations
- Other vaccines combinations
Second: Biosur S.A.C. is a business dedicated to the manufacturing and marketing
of veterinary products in Peru, equipped with the infrastructure, proper
technical personnel and the necessary Peruvian permits.
Third: Tepual has authorized Biosur S.A.C. to manufacture and market in Peru all
the vaccines mentioned in the first clause, according to the specifications and
manufacturing techniques provided by Tepual excepting the restrictions by the
eighth clause or any other conditions which may cause Tepual to modify, restrict
or suspend this agreement.
Fourth: The present agreement allows Biosur S.A.C. to manufacture and market the
products in Peru, Bolivia and Ecuador.
Fifth: This agreement includes the free technical support of Tepual S.A. to
Biosur S.A.C., excluding traveling costs such as airline tickets, hotels, meal
and transportation.
Sixth: The royalty to be paid for this license will be 13% of the gross sales of
Biosur S.A.C., of which Biosur, S.A.C. will give monthly sales statements to
Tepual and pay the amount due in no more than 120 days from the invoice day.
Seventh: This agreement does not have a written term.
Eighth: Without prejudice to the previous clause, this agreement will be void in
case of:
- Repeated delays on the royalties payment
- Manufacturing without observing the Tepual standards
- Tepual failing to give technical support
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Ninth: Additionally Biosur S.A.C. acknowledges Tepual's right to control and
inspect the vaccine production and reject any production which is not in
accordance with Tepual standards. In case of defective production of three
consecutive periods this agreement will be terminated.
Tenth: Biosur S.A.C. is committed to keep confidential the manufacturing methods
of Tepual vaccines.
Eleventh: Tepual recognizes Biosur S.A.C. rights to implement new techniques
regarding the production of the vaccines and any other new vaccines developed
from this agreement will become part of the present agreement.
Twelfth: Biosur S.A.C. has the right to apply for a free pathology diagnosis for
any diseases related to the vaccines. Biosur S.A.C. will submit samples for the
analysis.
Thirteenth: Any possible disagreement will be resolved at first by an arbitrator
designated by common agreement.
Be in agreement and sign by
/s/ Xxx Xxxxxx Soubbotnick /s/ Sergiop Xxxxxx Xxxxx
-------------------------- ------------------------
Xxx Xxxxxx Soubbotnick Xxxxxx Xxxxxx Xxxxx
pp Tepual S.A.C. pp Biosur S.A.C.
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