EXHIBIT 4.10
Joint Venture Shareholders' Agreement
November 14, 1995
Between: York Medical Inc.("YM"), a company incorporated under the laws of the
Province of Ontario, Canada, CIMYM Inc., a company incorporated under the laws
of the Province of Ontario, Canada ("CIMYM") and CIMAB S.A. ("CIMAB") a Cuban
company incorporated under the laws of the Republic of Cuba, representing Centro
de Inmunologia Molecular ("CIM").
RECITALS
Whereas:
o CIMAB entered into a licencing agreement on behalf of CIM, dated May 3,
1995 (the "Licencing Agreement");
o CIMYM has been incorporated to serve as a joint venture company, owned as
to 80% of its common equity by YM and as to 20% by CIMAB, to market the
licenced products assigned to it by YM pursuant to the Licencing
Agreement;
o Certain of the benefits and obligations of the Licence Agreement have been
assigned to CIMYM by YM; and
o The purpose of this agreement is to set out the relationship between the
parties hereto so that they will proceed on a mutually beneficial basis.
Now, therefore, for good and valuable consideration and the sum of one dollar
(Canadian funds) paid by each party to the other, receipt of which is hereby
acknowledged,
o CIMYM shall have an unlimited number of common shares, the initial issue
of which shall be as to 80% to YM and as to 20% to CIMAB.
o No issued and outstanding shares in the capital of CIMYM shall be sold,
transferred or otherwise disposed of to any person without the written
consent of each of YM and CIMAB.
o The issue of any additional common shares in the capital of CIMYM shall
first be to each of YM and CIMAB in proportion to their shareholdings, and
thereafter to any other person, but only with the consent of both of YM
and CIMAB, such consent not to be withheld unreasonably.
o The board of directors of CIMYM shall consist of five directors, three of
whom shall be nominees of YM, two of whom shall be nominees of CIMAB. The
initial diirectors of CIMYM shall be as set out in Appendix A hereto. The
election of directors shall take place annually. The board is required to
meet once per year, and otherwise as often as deemed necessary for the
conduct of the business of the joint venture in.
In witness wherof the parties hereto have executed this Agreement by
duly authorized officers or representatives thereof.
CIMAB S.A. YORK MEDICAL INC..
duly authorized to sign duly authorized to sign
CIMYM INC.
duly authorized to sign
APPENDIX A
Dra. Xxxxxxxx Xxxxxx Xxxxxxxx
Lic. Xxxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxxxx Xxxxxxx
Xxxx X. Xxxxxxxx
Xxxxx Xxxx Xxxxxx (President)
