Letter of Agreement October 26, 2004
October 26, 2004
BETWEEN:
Fuzhou Xinmei Biotech Co. Ltd (“FUZHOU”), 000 Xxxxxx Xxxx, Xxxxxx, Xxxxx 000000
AND:
XXXX Pharmaceuticals Corp. of 000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxxxx, XX X0X 0X0 XXXXXX (“XXXX”),
WHEREAS:
XXXX is the owner of proprietary
infection control technology,
XXXX wants its products licensed and
distributed in China,
FUZHOU wants the exclusive right to license and
manufacture XXXX’X products in China and
FUZHOU wants to distribute XXXX’X
products in the Chinese province of Fujian
The Parties agree as follows:
| 1. |
FUZHOU hereby licenses the right from XXXX to manufacture XXXX’X products. | |
| 2. |
XXXX will provide FUZHOU with all information that XXXX has at its disposal to assist with the registration of XXXX’X products in China. | |
| 3. |
FUZHOU will be responsible for procuring all necessary government approvals for XXXX’X products within 6 months from the time all technical data to support the application is provided by XXXX. | |
| 4. |
Monthly reports on the progress of the approvals will be provided to XXXX by FUZHOU. | |
| 5. |
An extension may be requested by FUZHOU to procure all necessary government approvals and may not be unreasonably refused by XXXX for recurring periods of 60 days if: | |
| a. |
FUZHOU is employing its best efforts in obtaining the registration of the XXXX products in China and is providing monthly reports as required under the terms of Paragraph 4 or | |
| b. |
More time is required by XXXX Pharmaceuticals Corp. to obtain information required by FUZHOU under the terms of Paragraphs 2 and 3. | |
| 6. |
XXXX Pharmaceuticals Corp. will provide FUZHOU with the specifications required for FUZHOU to provide a manufacturing facility suitable for the manufacturing of XXXX’X products. | |
| 7. |
FUZHOU will provide a fully equipped manufacturing facility according to the specifications provided by XXXX, to produce the XXXX products subject to Fuzhou employing its best efforts to obtain the space, materials and equipment specified by XXXX. | |
| 8. |
FUZHOU will have the right to distribute XXXX’X products in the province of Fujian in China. | |
| 9. |
FUZHOU will sell a minimum of 30,000 liters of ViralexTM or equivalent XXXX product in the province of Fujian in the first year after the registration required under the terms of Paragraphs 3, 4 and 5 is obtained. | |
| 10. |
FUZHOU will have the right to apply to XXXX for distribution rights for XXXX’X products in other provinces of China. | |
| 11. |
FUZHOU will be responsible for provincial registration of XXXX’X products in China, as required. | |
000 Xxxxxxxx Xxxxxx – Xxx Xxxxxxxxxxx, XX X0X 0X0 Xxxxxx -
telephone [604] 521.8300 - facsimile [604] 521.8322
xxx.xxxxxxxx.xxx
| 12. |
If distribution rights are obtained in any new province by Fuzhou, the minimum sales levels in the first year after each new provincial registration is obtained will be 30,000 liters times the population of the province of Fujian divided by the population of the new province. |
| 13. |
XXXX, at XXXX’X discretion, will have the right to buy product from Fuzhou. |
| 14. |
At the request of XXXX and with the authorization of XXXX, FUZHOU agrees to direct ship XXXX’X products for XXXX, at XXXX’X expense, to anywhere in the world. |
| 15. |
FUZHOU will pay XXXX a 10% royalty, based on the gross revenues received by Fuzhou for all of XXXX’x products sold in China. |
| 16. |
During the first year that FUZHOU is distributing XXXX’X products in any province in China, FUZHOU and XXXX will determine the minimum sales to be made by FUZHOU for the next 5 years in that particular province, to take effect on the next occurring anniversary date of this agreement. |
| 17. |
In the event that there has been a breach of any provision of any agreement between XXXX and FUZHOU, either party reserves the right to terminate this Agreement at any time after thirty (30) days has elapsed from the date that written notice has been sent to the party in breach by the other party. The Agreement may also, at the option of either party, be terminated immediately if either party becomes insolvent; violates the laws, regulations, rules, or statutes of any government; ceases doing business; makes an assignment for the benefit of creditors; or commits an act of bankruptcy. A failure by either party to exercise any right hereunder shall not operate as a waiver of such right and all remedies contained herein shall be cumulative. |
| 18. |
Any part of this Agreement that is contrary to any federal, state, or local law shall not be applicable and shall not invalidate any other part of this Agreement. In the event of disputes or legal interpretation of the terms of this Agreement, the laws of British Columbia, Canada shall govern and be binding upon the parties hereto. |
| 19. |
This Agreement contains the entire understanding of the parties and there are no commitments, agreements, or understandings between the parties other than those expressly set forth herein. This Agreement shall not be altered, waived, modified, or amended except in writing signed by the parties hereto and notarized. |
| 20. |
All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be a location as may be agreed to by both parties. |
| 21. |
FUZHOU agrees not to disclose or use, except as required in FUZHOU'S duties, at any time, any information disclosed to or acquired by FUZHOU during the term of this contract. FUZHOU agrees that all confidential information shall be deemed to be and shall be treated as a sole and exclusive property of XXXX. |
| 22. |
Any and all notices herein shall be in writing transmitted by Federal Express or other courier or facsimile. |
| 23. |
The Letter of Agreement may be signed by the authorized signatories of FUZHOU and XXXX by facsimile and in as many counterparts as may be necessary, each of which shall together constitute one and the same instrument, and notwithstanding the date of execution shall be deemed to bear the |
000 Xxxxxxxx Xxxxxx – Xxx Xxxxxxxxxxx, XX X0X 0X0 Xxxxxx -
telephone [604] 521.8300 - facsimile [604] 521.8322
xxx.xxxxxxxx.xxx
|
date as set out above. Original copies in as many counterparts as may be necessary shall follow by mail. | |
| 24. |
This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by either party without the prior written consent of the other party. |
The terms above are accepted by:
XXXX PHARMACEUTICALS CORP.
Per:
| “Xxxxxxxx X. Xxxx” | |
| Xxxxxxxx X. Xxxx, President & CEO |
AND
FUZHOU XINMEI BIOTECH CO. LTD.
Per:
| “Sujian Ping” | October 26, 2004 | |
| Sujian Ping, Authorized Signatory | Date |
000 Xxxxxxxx Xxxxxx – Xxx Xxxxxxxxxxx, XX X0X 0X0 Xxxxxx -
telephone [604] 521.8300 - facsimile [604] 521.8322
xxx.xxxxxxxx.xxx
