TECHNICAL CONSULTANCY AGREEMENT
This
TECHNICAL CONSULTANCY AGREEMENT (the
“Agreement”),
entered into as of June 11, 2007, between Xxxxx Pharmaceutical, Inc. (“Xxxxx”),
a corporation organized under the laws of Delaware of the United States, and
Xxxxxx Xxxxx (the “Consultant”).
RECITALS
According
to this TECHNICAL CONSULTANCY AGREEMENT, Xxxxx and Consultant enter into this
Agreement about the technical consultancy services to be provided by
Consultant;
NOW,
THEREFORE, in consideration of the two parties’ warranties and other valuable
considerations acknowledged and received herein, and intending to be legally
bound hereby, the two parties agree as follows:
1.
Consultancy Services
Consultant
shall render technical consultancy services to Xxxxx with respect to its
business.
2.
Compensation
According
to the two parties’ agreements, Xxxxx shall, within three months after the
effectiveness of this Agreement, issue 55,975 shares of its common stocks
(“Share Consideration”) to Consultant in consideration of the consultancy
services under Section 1 above. In case that Xxxxx fails to provide the Share
Compensation in time, Consultant may request Xxxxx to provide total cash
compensation of $201,510 concerning the above 55,975 shares of common stocks
Consultant entitled to under this section at $3.6 per share, on or before
December 31, 2007.
3.
Lock-up
Consultant
hereby undertakes that it will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, any Xxxxx’x shares received by him
under Section 2 of this Agreement, enter into a transaction that would have
the
same effect, or enter into any swap, hedge or other arrangement that transfers,
in whole or in part, any of the economic consequences of ownership of such
Xxxxx’x shares, whether any of these transactions are to be settled by delivery
of any such Xxxxx’x shares, in cash or otherwise, or publicly disclose the
intention to make any offer, sale, pledge or disposition, or to enter into
any
transaction, swap, hedge or other arrangement, for a period of 12 months from
the date of issuance of such Xxxxx’x shares.
4.
Redemption Rights
Within
3
months from the last date of the above lock-up period, in the event that the
public trading price of the shares of Xxxxx did not reach $3.6 per share AND
Xxxxx was not listed in the capital market of NASDAQ or AMEX, Consultant shall
have the option to ask Xxxxx to redeem the total shares owned by Consultant
under Section 2 of this Agreement at $3.6 per share. Such option shall be
expired within one month from the last date of the three month
period.
5.
Confidential Information
“Confidential
Information” refers to all oral or written information relating to Xxxxx and
Consultant, including but not limited to their names, addresses, telephone
numbers, financial statements and any other relevant information. If the two
parties cease cooperation or the disclosing party requires in writing, the
receiving party shall return to the disclosing party all Confidential
Information, i.e., all confidential information disclosed to the receiving
party
in files or other tangible
forms, all copies, excerpts, records and statements of the Confidential
Information, and all other written proprietary information of the disclosing
party, including all other written information kept by the receiving party’s
employees, agents or representatives. The receiving party and the above
personnel shall observe the confidentiality requirement of this Agreement during
the two years thereafter.
6.
Amendment
This
Agreement may be amended or modified in writing upon both parties’
consent.
7.
Headings
The
headings in this Agreement are for reference purpose only and shall not affect
in any way the meanings or interpretation of this Agreement.
8.
Governing Law
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Delaware of the United States.
9.
Parties
This
Agreement may be executed in one or more counterparts. Each counterpart when
executed shall be deemed as an original but all of which when taken together
shall constitute one and the same agreement. Any executed agreement transmitted
through fax is valid and binding, constituting an enforceable original.
10.
Notice and Waiver
Any
notice or waiver required or permitted by the two parities shall be made in
writing.
IN
WITNESS WHEREOF, the Agreement shall come into effect as of the date of its
execution.
| Xxxxx Pharmaceutical, Inc. | ||||
| By | Xxxxxx
Xxx
|
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|
Title CEO |
||||
|
Date
June 11, 2007
|
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| Consultant | |||
| /s/ Xxxxxx Xxxxx | |||
|
Name Xxxxxx Xxxxx |
|||
| Date June 11, 2007 |
