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EXHIBIT 10.4
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This is an Exhibit to the Form 20-F of Sinovac Biotech Ltd.
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Attached find the following materials:
Consulting Agreement entered into between the Company and Xxxxxxx Xxx,
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dated November 1, 2003
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End of Exhibit 10.4
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SINOVAC BIOTECH LTD.
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Suite #10-Epicurean, Xxxxx Centre
P.O. Box W-645
St. John's, Antigua, West Indies
November 1, 2003
VIA FAX 00-0000-0000
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Xxxxxxx Xxx
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0 Xxxx Xxxx Xx. #00-00
Xxxxxxxxx 000000
Attention: Mr. Xxxxxxx Xxx
Dear Sirs:
Re: Consulting Agreement with Sinovac Biotech Ltd. (the "Company")
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This correspondence will specify the consulting arrangement (the "Consulting
Agreement") between the Company and Xxxxxxx Xxx.
The terms and conditions of the Consulting Agreement are as follows:
1. Services. During the Term (as hereinafter defined) of this Consulting
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Agreement, Xxxxxxx Xxx (the "Consultant") shall provide to the Company
consulting services designed to assist the Company in management and
marketing to develop the business of the Company.
2. Term. The term of this Consulting Agreement (the "Term) is for a period of
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two years commencing on July 1, 2003 (the "Effective Date").
3. Payment for Services. It is hereby agreed that the Consultant shall provide
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the consulting services for a monthly fee of US$8,000 (the "Fee") with such
Fee being due and payable by the Company to the Consultant on the first
business day of the month in advance. In addition, it is agreed that the
Consultant shall be reimbursed for all expenses incurred by the Consultant
for the benefit of the Company (collectively, the "Expenses") and which
Expenses shall be payable by the Company within 30 days of delivery by the
Consultant of written substantiation on account of each such reimbursable
Expense.
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4. Confidentiality by the Consultant. The Consultant will not, except as
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authorized or required by the Consultant's duties hereunder, reveal or
divulge to any person or companies any information concerning the
organization, business, finances, transactions or other affairs of the
Company, or of any of its subsidiaries, which may come to the Consultant's
knowledge during the Term and during the continuance of this Consulting
Agreement, and the Consultant will keep in complete secrecy all
confidential information entrusted to the Consultant and will not use or
attempt to use any such information in any manner which may injure or cause
loss either directly or indirectly to the Company's respective businesses.
This restriction will continue to apply after the termination of this
Consulting Agreement without limit in point of time but will cease to apply
to information or knowledge which may come into the public domain.
5. Indemnification. The Company agrees to indemnify and hold Consultant (the
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"Indemnified Person") harmless from and against losses, claims, damages,
liabilities, costs, or expenses including reasonable attorney's and
accountant's fees joint and several arising out of the performance of this
Consulting Agreement, whether or not Consultant is a party to such dispute.
The Company agrees that it shall also reimburse the Indemnified Person for
any attorney's and costs incurred in enforcing this Indemnification against
the Company.
6. No Indemnification. This indemnity shall not apply, however, where a court
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of competent jurisdiction has made a final determination that the
Consultant engaged in gross recklessness and willful misconduct in the
performance of its services hereunder which gave rise to loss, claim,
damage, liability, cost or exposure sought to be recovered hereunder. (But
pending any such final determination, the indemnification and reimbursement
provision of this Consulting Agreement shall apply and the Company shall
perform its obligations hereunder to reimburse Consultant for its
attorney's fees and expenses).
7. Entire Agreement. This Consulting Agreement sets forth the entire
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understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings, and
agreements between the parties. This Consulting Agreement cannot be
modified or changed, nor can any of its provision be waived, except by
written agreement signed by all parties.
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If the Consultant is in accord with the forgoing, please execute a copy of this
letter and the same will be binding on the parties.
Yours truly,
SINOVAC BIOTECH LTD.
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Per:
/s/ Xxxx Xxxx
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XXXX XXXX, Director
The forgoing is hereby agreed to this 1st day of November, 2003 and Xxxxxxx Xxx
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declares himself bound to the terms.
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/s/ Xxxxxxx Xxx
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Xxxxxxx Xxx, Consultant
