DISTRIBUTION AGREEMENT
This Agreement, made and entered into as of the 20th day of May, 1998, by and
between the Parties:
1. B-BIOPHARM GmbH, having its registered office in Darmastadt, Germany,
hereinafter referred to as: "R-Biopharm";
2. INUAL S.A. having its registered seat in Santiago, Chile, hereinafter
referred to as: INUAL.
Preamble
R-BIOPHARM will produce a new ELISA PSP kit (Licensed Products) and will offer
to license/sell to INUAL this kit.
Now, therefore, the Parties agree as follows:
1. Licensed Product
1.1 R-Biopharm distribute to INUAL this kit and in those countries like Chile,
USA and Japan where INUAL has possibilities for marketing, INUAL will sell the
product under R- Biopharm label or under their own label. The kits sold by INUAL
are produced by R- Biopharm and sold to INUAL. Transfer price will be similar to
others distributors.
1.2 R-Biopharm agrees to supply INUAL with kits (Licensed Product) on a
continuous basis according to the demand and forecast of INUAL for the
manufacture of the tests.
R-BIOPHARM-INUAL
2. Governing Law and Arbitration
This Agreement shall be governed by Chilean law. Disputes related to or arising
out of this Agreement shall be settled by amicable discussions between the
parties. In case any possible differences of opinion cannot be settled amicably,
only the regular courts of justice competent according to the rules of
international private law only will be competent for the claims, provided that
both Parties do not arrange expressly for a court of arbitration.
If the Parties arrange for a court of arbitration, either Party shall have the
right to appoint one arbitrator and the decision of that court shall be
definitive and incontestable for both Parties.
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R-Biopharm, Darmstadt INUAL, Santiago
Signature /s/Xxxx Xxxxxx Signature /s/Xxx Xxxxxx
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Name Xxxx Xxxxxx Name Xxx Xxxxxx
Function General Manager Function General Manager
Date June 10, 1998 Date June 25, 1998
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