EXHIBIT 10.18
STRATEGIC ALLIANCE AGREEMENT
THIS STRATEGIC ALLIANCE AGREEMENT (this "AGREEMENT"), is made and entered into
effective as of February 27, 2006 between BRIDGETECH HOLDINGS INTERNATIONAL,
INC., a company incorporated in the State of Delaware, the United States of
American, with its principal office at 000 X. Xxxxxxxx, 00xx Xxxxx, Xxx Xxxxx,
Xxxxxxxxxx 00000, U.S.A., ("BRIDGETECH"), and THE XX XXXXXXX MEDICAL FOUNDATION,
a non-profit-making organization under the Ministry of Health of the People's
Republic of China, with its registered address at No. 00 Xxxx Xxxxx Xx Xxx,
X0000 Beijing Hotel, Beijing, the People's Public of China ("WJPF").
BRIDGETECH and WJPF are referred to hereinafter jointly as the "PARTIES" and
individually as a "PARTY".
WITNESSETH
WHEREAS, WJPF is a foundation whose mission is to unite all medical
professionals inside and outside of China who share an interest in the
development of medicine and health, and to promote healthcare education in
China. This mission is to be furthered by the distribution of the latest
available medical drugs and equipments thereby serving the needs and enhancing
the well-being of the citizens of the Peoples Republic of China (the "PRC"), and
the wider world community;
WHEREAS, BRIDGETECH is introducing world-class medical diagnostic and
therapeutic technologies to China for the purpose of maximizing the transfer of
healthcare technology. These technologies represent the latest scientific
discoveries and advances in medicine in the United States and Europe;
WHEREAS, BRIDGETECH and WJPF wish to form a strategic alliance for the
distribution of the latest medical drugs and medical equipment to the people and
medical professionals of the PRC;
NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and adequate of which is hereby acknowledged, the
Parties agree as follows.
1. OBJECTIVE OF THE AGREEMENT
The Parties agree that they shall, on the terms and conditions set forth in
this agreement, cooperate in distributing BRIDGETECH's products in the PRC
by adopting either trading or profit-sharing structure.
2. TERM
The Parties agree that this Agreement shall have a cooperation term of ten
(10) years, commencing from the date of this Agreement (the "TERM"). Upon
expiration, the Term may be extended for an additional five (5) years terms
(all such renewal terms shall be considered part of the Term), unless
either Party notifies the other Party no later than sixty (60) days before
the expiration of the Term that it does not wish to extent the Term.
3. POWERS AND RESPONSIBILITIES OF THE PARTIES
The Parties agree that they have the following powers and responsibilities
under this Agreement:
3.1 WJPF shall:
(i) form a 100% owned subsidiary, or identify a company under its
control (the "DESIGNATED DISTRIBUTOR"), with the approved scope
of business of distributing medical drugs and equipments and
provide a copy of the Designated Distributor's business license
to BRIDGETECH before the execution of the distribution agreement
as stipulated in Article 7 below;
(ii) have the first right of refusal to select from the list of
Products (as defined below) for distribution in the PRC;
(iii) negotiate, enter into, and cause the Designated Distributor to
enter into, a distribution agreement with BRIDGETECH in
connection with each Product it has selected in accordance with
the terms of this Agreement; and
(iv) participate as a member of BRIDGETECH's Scientific Advisory
Board.
3.2 BRIDGETECH shall:
(i) review the qualifications of the Designated Distributor and
approve the Designated Distributor;
(ii) supply a list of Products to WJPF on an on-going basis for its
selection to be distributed in the PRC by the Designated
Distributor;
(iii) negotiate and enter into a distribution agreement with WJPF and
the Designated Distributor in connection with each Product that
has been selected by WJPF in accordance with the terms of this
Agreement.
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4. LIST OF PRODUCTS
Within ten (10) working days after receipt from WJPF a written notice that
the Designated Distributor has been properly established or identified,
BRIDGETECH shall provide to WJPF a list of initial BRIDGETECH's products,
as amended from time to time, that are available for selection by WJPF for
distribution in the PRC (the "PRODUCTS").
5. SELECTION OF PRODUCTS
WJPF shall decide which of the Products it wishes to distribute through the
Designated Distributor in the PRC pursuant to the specific distribution
agreements to be concluded in accordance with this Agreement and notify
BRIDGETECH the Products in writing. The above-mentioned notice shall, in
addition to the specific Product or Products, include the structure (either
trading or profit-sharing structure) that WJPF and the Designated
Distributor will adopt in distributing the Product.
6. PROPOSED TERM SHEET
6.1 BRIDGETECH shall, within ten (10) working days after receipt of the notice
from WJPF as set forth in Article 5 above, provide WJPF with a proposed
term sheet for the proposed distribution agreement for negotiation by the
Parties.
6.2 The proposed term sheet shall contain ordinary commercial terms that are
normally included in a distribution agreement, including, in particular,
(i) the nature of the appointment (exclusive or non-exclusive);
(ii) a proposed trading discount if WJPF elects to purchase the
Product from BRIDGETECH for distribution purpose in the PRC; and
(iii) a proposed profit-sharing ratio if WJPF elects to provide
services to third parties in cooperation with BRIDGETECH.
7. DISTRIBUTION AGREEMENT ON PRODUCT BY PRODUCT BASIS
The Parties agree that they will negotiate a separate distribution
agreement for each Product that is selected by WJPF on the basis of the
proposed term sheet offered by BRIDGETECH and reach a consensus regarding
the terms and conditions and enter into a final distribution agreement for
each of the Product selected by WJPF.
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8. DISTRIBUTION OF COMPETITIVE PRODUCTS
WJPF agrees that for those Products that WJPF and the Designated
Distributor has entered into distribution agreements with BRIDGETECH, WJPF
and the Designated Distributor shall not distribute any competitive
product(s) for any third parties in the PRC.
9. CONFIDENTIALITY
9.1 Prior to and during the process of finalizing this Agreement, each Party
has disclosed or may disclosed confidential and proprietary information to
the other Party. Each of the Parties receiving such information shall,
during the Term and for three (3) years thereafter,
(i) maintain the confidentiality of such information; and
(ii) not disclose it to any person or entity, except to their
employees who need to know such information to perform their
responsibility.
9.2 The provisions of Article 9.1 above shall not apply to information that:
(i) can be shown to be known by the receiving Party's written records
made prior to disclosure by the disclosing Party;
(ii) is or becomes public knowledge otherwise than through the
receiving Party's breach of this Agreement; or
(iii) was obtained by the receiving Party from a third party having no
obligations of confidentiality with respect to such information.
9.3 Each Party shall advise its directors, officers and other employees
receiving such information of the existence of and the importance of
complying with the obligations set forth in this Article 9.
9.4 Each of the Parties shall formulate rules and regulations to cause its
directors, officers and other employees and those of their affiliates, also
to company with the confidentiality obligation set forth in this Article 9.
9.5 Unless otherwise mutually agreed in writing by the Parties, this Article
and the obligations and benefits hereunder shall survive for three (3)
years after the expiration or early termination of this Agreement,
notwithstanding the termination or rescission of this Agreement.
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10. PRESS RELEASE AND ANNOUNCEMENTS
BRIDGETECH and WJPF agree that no public release or announcement concerning
this Agreement shall be issued or made by or on behalf of any Party without
the prior consent of the other Party, except that either Party may, as
required by the respective local law and policy, make announcements that
such Party reasonably may determine are necessary to comply with applicable
law. WJPF acknowledges and agrees that BRIDGETECH may be required to
announce the terms of this Agreement and make publicly available this
Agreement and that no breach of this Article 10 shall be deemed to result
therefrom. Notwithstanding the foregoing, BRIDGETECH and WJPF shall
cooperate to prepare a joint press release to be issued in connection with
the entering into this Agreement.
11. DISPUTE RESOLUTION.
11.1 In the event a dispute arises between the Parties in connection with the
interpretation, implementation, performance, observance, breach or
violation of the terms, provisions and conditions of this Agreement, the
Parties shall attempt in the first instance to resolve such dispute through
friendly consultations.
11.2 If the dispute is not resolved in this manner within thirty (30) days after
one Party has served written notice on the other Party requesting
commencement of such consultations, then either Party may submit the
dispute to China International Economic and Trade Arbitration Commission
("CIETAC") in Beijing, the PRC for binding arbitration, which shall be
conducted in accordance with CIETAC's arbitration rules in effect at the
time of such submission for arbitration.
11.3 There shall be three (3) arbitrators. The Parties agree that WJPF shall
select one (1) arbitrator, BRIDGETECH shall select one (1) arbitrator and
CIETAC shall select a person to be the third arbitrator.
11.4 The arbitration proceedings shall take place and be recorded in both
English and Chinese.
11.5 The arbitration decision shall be final and binding on the Parties and the
Parties agree to be bound thereby and to act accordingly.
11.6 The costs of the arbitration shall be borne by the Parties as decided in
the arbitration award.
12. MISCELLANEOUS PROVISIONS
12.1 This Agreement shall be binding on and inure to the benefit of the Parties
and their respective successors and permitted assigns.
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12.2 This Agreement shall not be assigned in whole or in party by either Party
without the prior written consent of the other Party.
The provisions on assignment set forth in this Article 12.2, Paragraph 1
shall not apply to any assignment by BRIDGETECH of its interest in this
Agreement to any of its subsidiaries in China.
12.3 Each notice, communication and delivery under this Agreement (i) shall be
made in writing signed by the Party making the same, (ii) shall specify the
Article of this Agreement pursuant to which it is given, (iii) shall be
given either in person or by telecopier, effective upon such delivery or
the confirmed transmission and (iv) if not given in person, shall be sent
to the applicable Party at the address set forth below (or at such other
address as the applicable Party may furnish to the other Party pursuant to
this subsection) by international courier delivery service, effective upon
the second business day after such notice is deposited, delivery charges
pre-paid, with such international courier delivery service. Each Party's
notice information is as follows:
BRIDGETECH:
Bridgetech Holdings International, Inc.
000 X. Xxxxxxxx, 00xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000 XXX
Attn: Xxxxxx X. Xxxx III
Phone: 000-000-0000
Fax: 000-000-0000
WITH A COPY TO:
Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP
000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000 XXX
Attn: X. Xxxx Xxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
WJPF:
The Xx Xxxxxxx Medical Foundation
No. 33 Xxxx Xxxxx An Jie
D4304 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 000000
Attn: Xx. Xxxx Jun
Phone: 010-65136624-85110136
Fax: 000-00000000
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Either Party may modify any information specified in this Article 12.3 by
giving written notice to the other Party.
All written communications made as provided in Article 12.3 shall be deemed
given upon receipt by the Party to which it is addressed, which, in the
case of facsimile, shall be deemed to occur by the close of the business
day in the place of receipt on which the same is transmitted or such
earlier time as is confirmed by the receiving Party.
12.4 The invalidity of any provision of this Agreement shall not affect the
validity of any other provisions of this Agreement.
12.5 This Agreement shall only be amended upon the written agreement of each
Party hereto. Failure or delay on the party of either Party hereto to
exercise a right, power or privilege under this Agreement shall operate as
a waiver thereof; nor shall any single or partial exercise of a right,
power or privilege preclude any other future exercise thereof.
12.6 Except to the extent contemplated by this Agreement, nothing in this
Agreement shall create or be deemed to create a partnership or STRATEGIC
ALLIANCE between the Parties and except to the extent expressly specified
in this Agreement no Party will or is entitled to act as agent for any
other Party.
12.7 This Agreement shall be governed by the laws of the PRC which are published
and publicly available, but in the event that there is no published and
publicly available law in the PRC governing a particular matter relating to
this Agreement, reference shall be made to general international commercial
practices.
12.8 This Agreement shall be executed by the Parties in both English and
Chinese. Both versions shall be equally valid.
(Signature page follows.)
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first
above written.
BRIDGETECH HOLDINGS INTERNATIONAL, INC.
By:
/s/ Xxxxxx X. Xxxx III
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Name: Xxxxxx X. Xxxx III
Position: President and COO
THE XX XXXXXXX MEDICAL FOUNDATION
By:
/s/ Fang Jun
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Name: Fang Jun
Position: Secretary General
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