EXHIBIT 10.6
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Agreement
Between
Sicor S.p.A., having its registered office at Xxx Xxxxxx xx. 00, Xxxxx, Xxxxx,
C.F. and P.I. IT06827530152, hereinafter called SICOR,
Party of the first part,
and
Alco Chemicals Ltd Swiss France, having its registered office at Xxx X.
Xxxxxxxxx, 0, Xxxxxx, [Xxxxxxxxxxx], hereinafter called ALCO,
Party of the second part,
Recital
Whereas in effect there exists between the Parties an agency contract
(hereinafter called "the Contract"), executed on 1/1/94 and subsequently amended
as regards the extent of its provisions by exchange of letters dated 1/2/96 and
1/15/96; and
Whereas several other sales license agreements have been stipulated between the
Parties, for the Cyproterone and Ifosfamide products among others;
Now therefor the Parties stipulate and covenant the following, to wit:
1. The Parties reciprocally acknowledge that the reduction of the
provisions (to 3.5%) mentioned in the exchange of letters dated 1/2/96
and 1/15/96 referred also to the provision of Article 2.1 of the
Contract and that the missing mention of such provision under
paragraph (1) of the cited letter resulted merely from a material
error.
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2. The Parties acknowledge to one another that:
(i) by mutual agreement of the Parties, the sales licensing agreement
relating to the Ifosfamide product has not in fact ever been
implemented by the Parties;
(ii) by mutual agreement of the Parties, the sales licensing agreement
relating to the Cyproterone product has not in fact been
implemented by the Parties since 1/1/1995;
In consequence, the Parties mutually agree, insofar as what might occur in
future, to retroactively terminate such agreements as of the dates indicated
below:
(i) with respect to the Ifosfamide product, from the date of signing
same;
(ii) with respect to the Cyproterone product, from 1/1/1995;
and reciprocally state to one another that, with respect to these
agreements, they have no claim whatsoever to anything and, to the
extent of what might occur in future, waive all claims that might
possibly derive from the terms and stipulations so terminated,
including, but not limited to, the provisions regarding the
conditions for giving notice with a view to termination of the
contracts.
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3. The Parties covenant that, from 1/1/97, the provisions referred to in
articles 2.1 and 2.3 of the Contract shall be equal to 4%.
4. The rights and obligations accruing from the present Agreement are
personal to the Parties and non transferable without prior written
agreement from the other Party. Neither Party may transfer or assign
to any third party any part or all of the rights and obligations
mentioned in this Agreement, except that ALCO shall have the option to
discount to financial institutions drafts which have matured according
to the provisions [of this Agreement].
5. The rights of the Parties provided for in this Agreement shall not in
any way be interpreted as waived or limited in the event of tolerance
by one Party of a failure by the other Party to perform hereunder and
no waiver by one Party of its rights subsequent to a failure by the
other Party to fulfil its obligations may be interpreted as a waiver
with respect to subsequent and repeated failures to perform.
6. Any change, amendment or termination of this Agreement or a single
provision of this Agreement must be in writing.
7. Whenever a provision of this Agreement shall become invalid or
ineffective, such provision shall be declared null and void but all
the other provisions shall remain valid and enforceable, except the
obligation of the Parties to negotiate in good faith a substitute
provision to that declared invalid or ineffective which might satisfy
the legitimate interests of both Parties.
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8. The law applicable to this Agreement shall be Italian law.
Any dispute between the Parties which might arise from the
interpretation, implementation or termination of this Agreement shall
be referred to the decision of a three-person arbitration panel
appointed to proceed and decide according to the Italian Code of Civil
Procedure.
The international arbitration procedure so established, in conformity
with sections 812 et seq. of the Code of Civil Procedure shall be the
regular procedure by right pursuant to the provisions of sections 816
through 831 of the Code of Civil Procedure.
The arbitration shall take place in Milan.
9. All communications whatsoever provided for in this Agreement or in the
Contract must be sent by registered letter with return receipt
requested to the following addresses:
- as regards SICOR: Xxx Xxxxxxxxxx, xx. 00, 00000 Xxx (Xxxxx)
- as regards ALCO: Via X. Xxxxxxxxx, 0, Xxxxxx Xxxxxxxx,
Xxxxxxxxxxx,
or to any other address communicated to the other Party in conformity with
the preceding section 13.1.
Lugano, September 30, 1996
SICOR S.p.A.
/s/ Xxxxxxx Xxxxx Xxxxx
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ALCO CHEMICALS LTD
/s/ Xxxxx Xxxxx
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