EXHIBIT 10.1
NEW PRODUCT DEVELOPMENT AGREEMENT
EXHIBIT 10.1
NEW PRODUCT DEVELOPMENT AGREEMENT
Effective this July 19, 2005
Between: Neptune Technologies & Bioressources Inc., having a principal
place of business at 000 Xxxxx-Xxxxxx Xxxx, Xxxxx 000, Xxxxx,
Xxxxxx, Xxxxxx X0X 0X0 duly represented by Xx. Xxxxx Xxxxxxx,
President and Chief Executive Officer (hereinafter referred to as
"NEPTUNE");
And: Neuro Nutrition, Inc. having a place of business at 0000
Xxxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 represented by Xx. Xxxxxxx
Xxxxxxx, President (hereinafter referred to as "NEURO");
NEPTUNE and NEURO are hereinafter referred to as "Parties" in plural or singular
usage as required by context.
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WHEREAS NEPTUNE is the sole owner of Neptune Krill Oil (NKO (TM)) and all rights
related to it (hereinafter referred to as "NK0(TM)");
WHEREAS NEPTUNE agrees that NEURO can subcontract to CAPSUGEL, having a
principal place of business at 000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxxx,
XX 00000 strictly upon NEPTUNE preapproval, the encapsulation of
a New dietary supplement that includes NKO(TM) as the one and
only ingredient comprising the total of the softgel manufactured,
500mg 100% pure NKO(TM) (hereinafter referred to as "NKO(TM)
softgel") for and only for the benefit of NEURO (hereinafter
referred to as "Purpose P");
WHEREAS NEPTUNE agrees that NEURO can subcontract to CAPSUGEL, having a
principal place of business at 000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxxx,
XX 00000, strictly upon NEPTUNE preapproval, the blending and the
manufacturing of a Now dietary supplement Formulation that will
include NKO(TM) as an ingredient blend with other ingredients in
a softgel containing only 425.25mg of the Formulation
(hereinafter referred to as "Formulation Heart") and according to
the formulation provided by Neptune and described in Appendix A1
for and only for the benefit of NEURO (hereinafter referred to as
"Purpose F1");
WHEREAS NEPTUNE agrees that NEURO can subcontract to CAPSUGEL, having a
principal place of business at 000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxxx,
XX 00000, strictly upon NEPTUNE preapproval, the blending and the
manufacturing of a New dietary supplement Formulation that will
include NKO(TM) as an ingredient blend with other ingredients in
a softgel containing only 500mg of the Formulation (hereinafter
referred to as "Formulation JOINT") and according to the
formulation provided by Neptune and described in Appenix A2 for
and only for the benefit of NEURO (hereinafter referred to as
"Purpose F2");
"Purpose F1" and/or "Purpose F2" and/or "Purpose P" are hereinafter referred to
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as "Purpose" as required by context.
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WHEREAS NEPTUNE agrees that NEURO can distribute NKO(TM) softgel in the
Practitioner Market in USA.
WHEREAS NEURO agrees not to distribute bulk NKO(TM) oil in my way,
including but not limited to retail and/or wholesale, without the
prior approval by NEPTUNE.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purpose. NEURO agrees to use NKO(TM) as a whole ingredient (only containing
100% pure NKO(TM) as provided by NEPTUNE), not to modify or attempt to
modify NKO(TM) in any way, without written pre-approval by NEPTUNE, and
will not extract or try to extract any component from NKO(TM) or will not
use NKO(TM) other than as indicated in the Purpose.
2. Purchasing and payments. NEURO will purchase, from NEPTUNE sufficient
amounts of NKO(TM) in order to perform the Purpose and, will pay NEPTUNE in
accordance with the terms and conditions agreed.
3. Confidentiality. Pursuant to this Agreement; NEPTUNE may supply NEURO with
certain proprietary technical or business information or materials to
perform the Purpose (hereinafter referred to as "Confidential
Information"). NEURO agrees that it will not use, otherwise than previously
agreed by NEPTUNE, any Confidential Information received from NEPTUNE.
NEURO agrees not to disclose any Confidential Information to any third
party, and to maintain and follow strict procedures to prevent unauthorised
disclosure or use of any Confidential Information. NEURO shall immediately
advise NEPTUNE of any disclosure, loss or use of Confidential Information
in violation of this Agreement. NEURO agrees that during this Agreement and
for a subsequent period of seven (7) years from the date of termination of
this Agreement, it will hold the Confidential Information in strict
confidence and not disclose to any third party any Confidential information
except as expressly agreed upon in writing.
4. Endorsement: NEURO guarantees that the blender and the manufacturer of the
New dietary supplement, as well as the encapsulator, will follow all the
Neptune's policies and procedures.
5. Ownership of Intellectual Property. NEURO agrees that NEPTUNE has reserved
and shall retain sole and exclusive rights of ownership of NKO and in any
Confidential Information, including, without limitation, inventions,
information, know-how or trade secrets which NEPTUNE discloses to NEURO.
6. Indemnification. NEURO agrees to defend, indemnify and hold NEPTUNE, its
officers, employees, or agents, harmless from any liability to any third
party resulting from NEURO's involvement pursuant to performance of the
Purpose of this Agreement. Also, NEURO agrees to defend, indemnify and hold
NEPTUNE, its officers, employees or agents, harmless from and against all
loss or expense by reason of injury to or death of any person or damage to
property arising out of or in connection with any tortuous act of omission
of NEURO, its officers, employees, or agents in relation to the Purpose and
this Agreement.
7. Assignment. Neither Party of this Agreement will assign any or all its
rights or delegate any of its responsibilities under this Agreement without
the prior written consent of the other Parties of this Agreement.
8. No Use of Names. Except if required by any law, the Parties agree that
neither party will use the name of any other party participating in this
Agreement. If one of the party wish to use the name of one or the other two
parties of this Agreement, in a reference in a scientific publications or
in its advertising or promotional materials, then this party has to obtain
their written consent.
9. Modification; Waiver. This Agreement may not be altered, amended or
modified in any way except by a writing signed by all parties of this
Agreement. The failure of a party to enforce any provision of the Agreement
shall not be construed to be a waiver of the right of such party to
thereafter enforce that provision or any other provision or right.
10. Arbitration. Any disputes which cannot be amicably resolved between the
parties stall be settled by arbitration in Quebec or Taipei as follows
according to the Rules of the International Chamber of Commerce (ICC) as
the appointing authority in UNCITRAL arbitration proceedings, :
(a) The arbitration shall take place in Quebec, according to the Canadian
laws, if Neptune shall be the defendant.
(b) The arbitration shall take place in Colorado, according to USA laws, if
NEURO shall be the defendant.
The decision of arbitration shall be final. Enforcement of the award may be
requested by either party through application to any court having
jurisdiction. The Agreement shall be construed and interpreted by the
substantive laws of the country in which the arbitration takes place.
11. Non-compete clause. NEURO, its officers, employees, or agents will not
participate in any product development, study and/or research utilising
Neptune products and/or products and/or products from it without obtaining
a written pre-approval by NEPTUNE.
12. Period of Agreement. This Agreement shall be effective as specified by the
above written effective date. Section 3 shall survive this agreement for 10
years.
13. No right or obligations other than those expressly recited herein are to be
implied. No license is hereby granted or implied, by estoppel or otherwise,
under any patents (existing or future) from either party, except as
expressly contemplated by this Agreement.
14. This Agreement includes the present and all Appendixes initiated by all
Parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
NEPTUNE TECHNOLOGIES & NEURO NUTRITION
BIORESOURCES INC.
/s/ Xxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxx
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Xx. Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx
President & CEO Title: President
Date August 10, 2005 Date July 19, 0000
XXXXXXXX A2
Formulation Joint
INGREDIENT INGREDIENT (mg/softgel) INGREDIENT (mg/day)
NKO 250,00 500,00
Sierra Sil mineral complex 250,00 500,00
DAILY DOSE 500,00 1000,00
NTB - JULY 19, 2005
APPENDIX A1
Formulation Heart
INGREDIENT INGREDIENT (mg/softgel) INGREDIENT (mg/day)
NKO 300,00 600,00
Alpha-lipoic acid 100,00 200,00
Vitamin B-6 20,00 40,00
Vitamin B-12 0,05 0,10
Folic acid 0,40 0,80
Pregnenolone 5,00 10,00
DAILY DOSE 425,45 850,90
NTB - JULY 19, 2005
