EXHIBIT 10.2
PROTOCOL OF MUTUAL
UNDERSTANDING AND SUPPORT
This Protocol of Mutual Understanding and Support between the Ministry of
Health of the Russian Federation (the "Department"), acting on the basis of the
Regulations on the Ministry of Health of the Russian Federation, and American
Biogenetic Sciences, Inc. ("ABS"), represented by Xxxxxx X. Xxxxx, Chairman of
the Board of Directors and Head of ABS, acting on the basis of its Charter, was
executed on December 13, 2001.
WHEREAS:
A. The Ministry and ABS are equally concerned with the increased
danger of dissemination of infectious diseases in the United States of
America and the rest of the world in connection with the threat of
bio-terrorism;
B. The Ministry of Health has declared its desire to support the
United States of America and other countries in preventing and fighting
anthrax, smallpox and other infectious diseases;
C. ABS is a U.S. company involved in preventing and fighting
infectious and other diseases and has close and long-term contacts with
research institutes in the Russian Federation; and
D. The Department and ABS have held meetings and have reached understanding with
regard to certain matters related to the cooperation in the sphere of
distribution of vaccines.
The Department and ABS hereby express their understanding in this respect
as follows:
1. Cooperation. The Department will support ABS by identifying qualified
manufacturers of the anthrax vaccine, smallpox vaccine and other human vaccines
(the "Vaccines"), and will facilitate the establishment of contractual
relationships with such manufacturers and the promotion and sales of the
Vaccines in the United States of America and other countries of the world.
The Department will also assist ABS in obtaining such licenses and permits
as may be required in connection with the acquisition of the Vaccines by ABS and
the export thereof from the territory of the Russian Federation.
2. Contracts with the Manufacturers. ABS undertakes that all contracts with the
Vaccine Manufacturers will be concluded on the terms fully complying with the
laws of the Russian Federation and other applicable regulations.
ABS agrees and understands that it shall be its obligation to negotiate
with the Vaccine Manufacturers, in particular, to negotiate prices, points of
shipment, specifications, warranties, payment and other terms and conditions of
contracts between ABS and Vaccine Manufacturers.
3. Quality Assurance. Department and ABS understand and agree that the Vaccines
will be
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manufactured and tested in accordance with special agreements in writing
reached between ABS and the Vaccine Manufacturers subject to applicable
standards and requirements of the laws of the Russian Federation.
The Department, within its competence, will monitor the manufacturing and
testing of the Vaccines in order to ensure compliance with mutually acceptable
Good Manufacturing Practices adopted in compliance with the rules and
regulations approved in the Russian Federation.
4. Notices. All notices, requests, consents and other communications between the
Parties hereunder shall be in writing, shall be addressed to the receiving
Party's address set forth below or to such other address as a Party may
designate by notice hereunder, and shall be either (i) delivered by hand, (ii)
made by telecopy or facsimile transmission and e-mail, (iii) sent by recognized
national overnight courier service, or (iv) sent by registered mail, return
receipt requested, postage prepaid.
If to Department:
Ministry of Health -
The Russian Federation NWFO
Department on coordination
Questions of Public Health Services
Xxxxxxxxxx xx., 00
Xx. Xxxxxxxxxx, 000000, Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-00-00
If to ABS:
Xxxxxx X. Xxxxx
Chairman and CEO
American Biogenetic Sciences, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx
Tel: x0-000-000-0000
Fax: + 0-000-000-0000
In witness of their understanding on these matters the Department and ABS have
duly signed and executed this Protocol of Understanding and Support in the City
of Moscow.
Ministry of Health of American Biogenetic Sciences, Inc.
the Russian Federation
By: /s/ Xxxxxxxx X. Tverdohlebov By: /s/ Xxxxxx X. Xxxxx
-------------------------------------- ---------------------------
Name: Xxxxxxxx X. Tverdohlebov Xxxxxx X. Xxxxx
Title: Chief of Department Chairman and CEO
AGREEMENT EXECUTED IN BOTH ENGLISH AND RUSSIAN WITH BOTH LANGUAGE
VERSIONS BEING OF EQUAL VALIDITY
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