EXHIBIT 10.10
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Joint Venture Agreement
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Dated this 27th day of February of the year nineteen hundred and ninety-seven,
between CC PLUS, a corporation established in accordance with the laws of Spain,
represented by Xx. Xxxx Xxxxxx Xxxxxxxx, Spanish, domiciled in Spain, vallgent
Street, number 00, Xxxxxx xx Xxxxxxxx 00000, Xxxxxxxx, Xxxxx hereinafter "Plus",
and the corporation SAFE AID PRODUCTS INCORPORATED, corporation established in
accordance with the laws of the United States of America, corporation which main
line of business is the developing pharmaceutical products, represented by Mr.
Xxxxxxxx Xxxxxxx, both having an office at 000 Xxx Xxxxxxx Xxxx, Xxxxxxxx, Xxx
Xxxx, hereinafter "Safe", both declare that they hereby enter into a joint
venture agreement which shall be governed by the provisions contained in this
instrument herein and, to complement same, by the legal rules applicable to it.
WHEREAS:
1. Plus is a corporation engaged in the marketing of products,
for itself or representing others, worldwide, specifically in
Europe and Latin America;
2. That Safe is the licensee, worldwide, of all industrial
property rights over a mechanism to nasally administer aspirin and
other medications;
3. That the aforementioned license is currently legally in
force, not affected by objections of any type whatsoever, lawsuits
or other facts which could make it expire and shall be in force
while this agreement is effective;
4. That as of recorded in the letter of intent dated January 17, 1997,
Plus and Safe agreed, subject to certain conditions, to establish a joint
venture for the worldwide production and marketing of the mechanisms to
administer medications via the nose hereinafter the "Product". Attachment A of
this agreement contains a brief description of the Product and a listing of the
patents and licenses protecting such Product.
5. That the conditions indicated in the letter of intent have
been performed to the satisfaction of both parties. Accordingly;
THE PARTIES AGREE ON THE FOLLOWING:
CLAUSE ONE: Safe and Plus hereby enter into a joint venture for the worldwide
manufacturing, production and marketing of the Product known as "CC Plus-Safe
Aid Joint Venture" hereinafter the "joint venture".
Considering that the Product is basically a nasal mechanism to administer
aspirin, the parties agree additionally, to enter into
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a joint venture to jointly expand the scope of the use of the Product in such
manner that the latter may be used in the application of other medications
and/or natural substances.
The aforementioned joint venture shall be effected in the terms and conditions
indicated in this agreement.
CLAUSE TWO: Plus shall undertake the obligation of manufacturing the Product,
which shall be subsequently distributed and marketing in an exclusive fashion or
through the means indicated below. In any event, Plus shall have the exclusive
right to license or commission the manufacturing and distribution of the Product
to third parties, subject to the written approval of Safe.
Plus may engage on behalf of the joint venture any parent, subsidiary or
affiliate of Plus or any other entity related to Plus with regard to any
distribution or manufacture of the Product or any other business of the joint
venture, provided Safe so agreed in writing.
CLAUSE THREE: Safe undertakes to provide all the background information,
formulae, information, know-how, support, cooperation and/or assistance that
Plus may require and that Safe may possess for the manufacturing of the Product.
CLAUSE FOUR: Safe and Plus agree that the earnings resulting from this joint
venture shall be jointly distributed in equal shares (50% each), except that in
no event shall Safe's share in the earnings be less than 5% of the gross sales
amount. The parties agree that for purposes of the aforementioned, earning shall
mean the sale price of the Product less deductible costs, as provided in clause
five herein.
Plus and Safe shall determine the sales price of the Product to third parties
and/or sub-distributors, if any, according to market information and
circumstances existing in each country in which the Product is marketed.
The earnings generated by this agreement shall be distributed by the parties
quarterly.
CLAUSE FIVE: For purposes of this agreement, deductible costs
shall be the following:
a. The direct costs of manufacturing and distribution of the Product (including
but not limited to labor, material, transportation, marketing, advertising,
taxes, other than income taxes, discounts allowed in an amount customary to the
trade, tariff duties and liability insurance);
b. The costs of goods sold in connection with the Product.
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CLAUSE SIX: Plus shall have the exclusive right to market, sell
and distribute the Product worldwide, subject to the terms of this
agreement.
Plus shall be entitled to use, in order to market the Product, the distribution
systems it considers appropriate, whether using it own channels and/or those of
affiliated companies and/or through the designation of local sub-distributors
and/or granting licenses to specialized third parties. Plus and/or the
sub-distributors and/or licensees shall be responsible for and bear the costs of
obtaining any patent and/or health and/or administrative permits which may be
required in each country, for purposes of marketing and distributing the
Product. Said costs shall be deemed to be a deductible cost pursuant to clause
five.
The parties hereby expressly acknowledge that Plus and Safe shall make their
best efforts to bring the Product to market in the United States of America the
European Economic Community and other countries.
Plus shall expend the minimum amount of US $500,000 to bring the Product to
market.
CLAUSE SEVEN: In the event expansion of the scope of application of the Product,
to use with other medications and/or natural substances, results in obtaining
new industrial and/or intellectual patents, such patents shall be registered in
the name of both parties and/or a joint company of the parties.
CLAUSE EIGHT: The parties agree that all elements of intellectual property
developed after the date of this agreement and relating to the Product which may
require registration during and due to the execution of this agreement, such as
patents and trademarks, shall be registered in favor of Safe and Plus in equal
shares.
CLAUSE NINE: This agreement shall be effective for ten years as of the date
hereof, term which shall be tacitly, successively and automatically renewed for
periods of 10 years each, except if any of the parties gives notice to the other
of its desire to not continue with such agreement. In the latter event, notice
shall be given in writing and with at least 1 year in advance relative to the
termination date of the period in force.
Safe shall have the exclusive right to terminate this agreement in the event the
total sales of Product by the joint venture is less than 1,500,000 units during
the first thirty months from the date of this agreement.
CLAUSE TEN: Considering the nature of the agreement hereof, the parties agree
that Safe shall only be entitled to have commercial relations connected with the
Product and/or sub-products of same with Plus, and that the former shall not be
entitled to sell,
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assign, donate or transfer Products and/or patents indicated in Attachment A, by
any means whatsoever, to third parties while this agreement is in force. In
turn, Plus undertakes to not manufacture, exploit, sell, distribute or market,
either directly or indirectly, products which may be considered alternative
and/or competitors of the Product or any other product which is or may be
manufactured or marketed hereunder, while this agreement is in force and for an
additional period of three years if this agreement is terminated by Plus or one
year if it is terminated by Safe or expires.
CLAUSE ELEVEN: The parties do hereby mutually undertake to maintain strict
confidentiality with respect to all information of a scientific, technical,
financial and commercial nature, relating to industrial property, patents,
trademarks, industrial models, industrial or commercial secrets, commercial
strategies, records of any type whatsoever, etcetera, to which they have access
by virtue of the agreement hereof. The parties undertake, similarly, to impose -
even contractually - this same duty of confidentiality to persons who, as
partners, external advisors or in any other capacity, relate with them, adopting
for these purposes reasonable security measures.
CLAUSE TWELVE: The parties do hereby expressly acknowledge that there is no
relationship among them other than that of independent contracting parties;
thus, none of the parties may assume powers of representation or agency for the
other party. Accordingly, none of the parties may, directly or indirectly, carry
on businesses or enter into agreements with third parties on behalf of the
other, or assume obligations on their own account.
CLAUSE THIRTEEN: Plus binds itself to observe all production
standards established by Safe.
CLAUSE FOURTEEN: Safe shall be entitled to supervise, periodically and
regularly, the manufacturing process of Plus, and the latter shall award Safe
free access to the place where said manufacturing takes place, as often as
required. In any event, Safe shall ensure that it shall not cause interruptions
and/or disturbances in the productive and/or commercial activities of Plus.
During the term of this agreement, Plus shall maintain, on behalf of the joint
venture, separate bank accounts and complete and accurate books and records
(including, but not limited to, invoices, correspondence, banking and financial
records covering all transactions relating to the manufacture and marketing of
the Product and business of the joint venture). All funds receive and held by
Plus on behalf of the joint venture shall be deemed trust funds.
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In addition, Plus shall furnish Safe with quarterly financial statements for the
joint venture, including without limitation, detailed profit and loss
statements.
Safe and its duly authorized representatives shall have the right, upon at least
five business days notice to examine and copy at Plus offices during business
hours all the said books and records and all other documents and materials in
the possession or under the control of Plus and its parents, subsidiaries,
affiliates and related entities relating to or connected with the subject matter
of this agreement.
CLAUSE FIFTEEN: This agreement shall be governed by the conditions agreed herein
and the respective Attachments, which are an integral part of the agreement and,
to complement the same, by the laws governing similar business relations to
those referred to in this instrument in the State of New York, United States of
America.
Notwithstanding other provisions in this instrument, during the term of same,
this instrument herein as well as its attachments may be modified by agreement
between the parties. Any modification to this agreement or to its attachments
whatsoever shall be made in writing and signed by both parties. The parties
shall be able to periodically review this agreement and its attachments with the
purpose of improving, simplifying, regulating and adapting its provisions.
CLAUSE SIXTEEN: The mere circumstance that occasionally, or during a certain
period of time, actions which may imply a failure to observe this agreement are
accepted or tolerated, or in the event that any of the parties does not exercise
the rights granted to it by this agreement, whether those established constitute
acts of mere tolerance of the party and may not be interpreted or relied upon as
a tacit modification of this agreement, and it shall neither deprive the party
of the power to use such rights regarding future events, if considered
appropriate.
CLAUSE SEVENTEEN: This agreement shall be applied and interpreted in good faith
and in a manner that best fits the interests of both parties sought when
entering into this agreement.
CLAUSE EIGHTEEN: None of the parties shall be able to assign, sell or transfer,
by any instrument whatsoever, its interest in this agreement, without having the
prior written authorization of its counterpart.
CLAUSE NINETEEN: Any doubt or difficulty arising between the parties regarding
the existence, non-existence, validity, invalidity, performance or default,
interpretation, application or rescission of this agreement, or due to any other
reason or circumstance related directly or indirectly with it, and with
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those agreements which shall be executed as a result of this agreement, shall be
resolved without a lawsuit by the American Arbitration Association located in
the city of New York, state of New York, pursuant to the rules and regulations
of the aforementioned association.
CLAUSE TWENTY: For all legal purposes derived from this agreement, the parties
establish their special domicile in the city and state of New York and submit
themselves to the laws in force in said city and state.
Safe Aid Products Incorporated
By: /s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx,
Corporate Agent
CC Plus
By: /s/ Xxxx Xxxxxx Xxxxxxx
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Xxxx Xxxxxx Xxxxxxx, CEO
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