EXHIBIT 10.19
STRATEGIC ALLIANCE AGREEMENT
THIS STRATEGIC ALLIANCE AGREEMENT (this "AGREEMENT"), effective as of
October 19, 2005, is made by and between BRIDGETECH HOLDINGS INTERNATIONAL,
INC., a Delaware corporation ("BRIDGETECH"), and MCC Global Healthcare Group, a
Corporation ("MCCHG"), (MCCHG together with Bridgetech, the "PARTIES").
WITNESSETH
WHEREAS, MCCHG provides strategically driven excellence in business
development, financial, operational and globalization for client companies;
WHEREAS, BRIDGETECH is leveraging its extensive relationships in China and
the U.S. to capitalize on proprietary opportunities in high growth segments of
the healthcare industry
WHEREAS, the Parties wish to form a Strategic Alliance in order to leverage
geographical and market strengths for the introduction, regulatory approval, and
distribution of healthcare products and services globally;
NOW THEREFORE, in consideration of the premises and of the mutual covenants
contained in this Agreement, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Parties agree as
follows.
Definitions:
ENTITY - a joint venture or other organizational structure as deemed
appropriate by the Parties.
PRODUCT - a drug, device or diagnostic.
NET REVENUE - Gross Sales Revenue from a product, less direct cost of sales
of that product and royalties established with third parties from whom the
related Product was licensed.
1. The Project.
1.1 Each company will have a protected country or region where the
proposed Strategic Alliance will not impact their current operations.
Those will be as follows:
(a) BTHI - "Asia" - China, Hong Kong, Singapore, Philippines,
Vietnam, Thailand, Laos, Burma, Indonesia, Australia, Korea,
Taiwan, and Malaysia;
(b) MCC - "World" - Europe, USA, and South Africa.
1.2 Each partner will create an Entity to pursue sales of Product in the
other party's protected country or region. Opportunities may be
introduced by one party and require the acceptance of the other party.
All interests in these Entities will be shared 51% by the Entity Owner
and 49% by the other partner.
1.3 The two companies may create Entities in unprotected countries or
regions for purposes of introducing Products. The Parties agree to use
reasonable best efforts to establish a structure through which to
handle these transactions.
2. Assignment.
2.1 Bridgetech shall have the right to assign (with the written approval
of MCCHG) this contract to one of its subsidiaries, or to an entity
that Bridgetech creates, as needed to facilitate the distribution
efforts in Asia;
3. Term and Termination.
3.1 Term. The Agreement will have an initial term of 10 years (the
"PROJECT TERM"), at the end of which time the Project Term may be
extended for additional 1 year terms (all such renewal terms shall be
considered part of the "Project Term"), unless either Party notifies
the other no later than 60 days before the end of the Project Term
that it does not wish to extend the Project Term.
4. Representations and Warranties.
4.1 Representations and warranties of the Parties The Parties hereby
represent and warrant as follows:
(a) Status. BRIDGETECH is a corporation validly existing and in good
standing under the laws of the State of Delaware, U.S.A.
BRIDGETECH has all necessary power to enter into this Agreement.
(b) Status. MCCHG is a Delaware corporation duly organized, validly
existing and in good standing under the laws of Delaware. MCCHG
has all necessary power to enter into this Agreement.
(c) Authorization, etc. The execution, delivery and performance by
the Parties of this Agreement has been authorized by all
necessary action on the part of such entity and its stockholders,
as the case may be, and does not and will not
(i) violate the organizational documents of the Parties or any
applicable law, or
(ii) contravene, conflict with, or result in a default under any
order or judgment of any court or other governmental
authority or any agreement to which the Parties may be
bound.
(d) Enforceability. Its obligations and the obligations of the
Parties under this Agreement and any other agreement entered into
by such entity in connection with this Agreement or the Project
are and will be the legal, valid, and binding obligation of the
Parties, enforceable against such entity in accordance with its
terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium, or similar laws affecting creditors'
rights generally and subject as to enforceability, to equitable
principle of general application regardless of whether
enforcement is sought in a proceeding in equity or at law.
(e) Litigation. There are no suits, proceedings, judgments, rulings
or orders by or before any governmental authority, court or
arbitrator or any pending or threatened action or proceeding
affecting the Parties before any governmental authority, court or
arbitrator that could reasonably be expected to materially and
adversely affect the financial condition or operations of the
Parties or the ability of the Parties to perform their respective
obligations under this Agreement or any other agreement entered
into by such entity in connection with this Agreement or the
Project, or which purports to affect the legality, validity or
enforceability of this Agreement or any other such agreement.
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5. Confidential Information. For purposes of this Agreement "CONFIDENTIAL
INFORMATION" means information provided by a Party to this Agreement (the
"DISCLOSING PARTY") to any other Party to this Agreement (the "RESTRICTED
PARTY") in connection with the transactions and relationships contemplated
by the Project, including but not limited to:
(a) any data or information that is competitively sensitive material,
and not generally known to the public, including, but not limited
to, Product, planning information, marketing strategies, plans,
finance operations, sales estimates, business plans, and internal
performance results relating to the past, present or future
business activities of the Disclosing Party and, services and
Product provided to or obtained from, the terms of related
contracts with, and the identities of any other identifying
information regarding the customers, clients and suppliers of the
Disclosing Party;
(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable
and secret in the sense that its confidentiality affords the
Disclosing Party a competitive advantage over its competitors;
(c) all confidential or proprietary concepts, documentation, reports,
data (including magnetic tapes), specifications, web sites,
screen formats, computer software, source code, object code, flow
charts, databases, inventions, systems, system security features,
system enhancements, information, know-how, show-how and trade
secrets, whether or not patentable or copyrightable;
(d) all documents, inventions, substances, engineering and laboratory
notebooks, drawings, diagrams, specifications, bills of material,
equipment, prototypes and models, and any other tangible
manifestation of the foregoing;
(e) any other information that a Disclosing Party treats as
confidential information provided by an affiliate or other third
party; and
(f) any information derived from any of the foregoing that is treated
as confidential.
Such Confidential Information shall not be disseminated or disclosed
without prior consent by both Parties.
6. Press Release and Announcements.
The Parties agree that no public release or announcement concerning
the transactions contemplated hereby 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, after consultation with counsel, make announcements
that such Party reasonably may determine are necessary to comply with
applicable law. MCCHG 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 shall be deemed to result
therefrom. Notwithstanding the foregoing, the Parties cooperate to prepare
a joint press release to be issued in connection with the execution of this
Agreement. The Parties further agree that each shall have the right to
display the others logo on their respective websites.
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Section 1.
7. Indemnification.
7.1 Indemnification. Each Party (the "Indemnifying Party") will defend,
indemnify, and hold the other Party, it officers and directors,
shareholders, and each of its and their successors and permitted
assigns (the "Indemnified Parties"), harmless from and against any and
all liabilities, judgments, losses, actual damages, costs, and
expenses (including without limitation reasonable attorneys' and
experts' fees) which any or all of them may hereafter incur themselves
or pay out to another by reason of any claim, suit, or proceeding
brought by a third party, at law or in equity, that arises out of or
relates to (i) a material breach of any representation, warranty,
covenant, obligation or other provision of this Agreement by the
Indemnifying Party or (ii) any other Event of Default, except to the
extent caused by the gross negligence or willful misconduct of an
Indemnified Party.
7.2 Exclusion of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL, UNDER ANY
CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS,
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREUNDER, EVEN IF THE PARTY HAS BEEN APPRISED OF THE
LIKELIHOOD OF SUCH DAMAGES.
8. Miscellaneous.
8.1 Binding Effect. This Agreement shall be binding on and inure to the
benefit of the Parties and their respective successors and permitted
assigns.
8.2 Assignment. This Agreement, except for as outlined in Section 2.1,
shall not be assigned by either Party without the prior written
consent of the other Party, not to be unreasonably delayed or
withheld, and any purported such assignment without such consent shall
be void. For purposes of this Section 8.2, a merger involving a Party
shall be deemed to result in an assignment of this Agreement to the
surviving entity in the merger, regardless of whether the Party is the
surviving entity or merging entity to such merger.
8.3 Notices and Other Communications.
(a) 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 Section 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:
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BRIDGETECH: Bridgetech Holdings International, Inc.
000 X. Xxxxxxx 000, Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
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
Attn: X. Xxxx Xxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
MCCHG: MCC Healthcare Group
00000 Xxxxxxx Xxxxx
Xx. Xxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
With a copy to:
Salt Lake City
00000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
Attn: Xxxxxxx Xxxxx
8.4 Severability. If any term or provision of this Agreement, or the
application thereof to any person or circumstance, shall to any extent
be contrary to any applicable law or regulation or otherwise invalid
or unenforceable, the remainder of this Agreement or the application
of such term or provision to persons or circumstances other than those
as to which it is contrary, invalid or unenforceable shall not be
affected thereby and, to the extent consistent with the overall intent
of this Agreement taken as a whole, shall be enforced to the fullest
extent permitted by applicable law and regulation.
8.5 Governing Law. The Project Documents will be governed by the laws of
Delaware except as specifically provided in such documents, without
regard to principles of conflict of laws.
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9. Warrants.
9.1 BTHI shall grant to MCCHG warrants to purchase shares of common stock
in the future in the following schedule:
A: $1,500,000 @ $2.50 per share, expiring nine (9) months from the
effective date of this agreement. If at any time during the term
of these warrants, the closing market price of BTHI's common
stock equals or exceeds $5.00, for five consecutive business
days, then these warrants will immediately become due. In this
instance, MCCHG will have 10 business days to exercise the
warrants or they shall expire.
B: $1,000,000 @ $4.00 per share, expiring fifteen (15) months from
the effective date of this agreement. If at any time during the
term of these warrants, the closing market price of BTHI's common
stock equals or exceeds $8.00, for five consecutive business
days, then these warrants will immediately become due. In this
instance, MCCHG will have 10 business days to exercise the
warrants or they shall expire.
10. Services.
10.1 BTHI shall agree to work with MCCHG on the following areas:
A: BTHI will review MCCHG service offerings and select those that
BTHI deems necessary to engage. Success fees will be paid on
these selected services as agreed to under separate agreements
between both parties.
B: BTHI agrees to consider moving to a listing on the AIM market. In
the event that the AIM listing is pursued by BTHI, MCC's
Securities will be the financial advisor. In the event other
forms of capital is sought i.e. private, institutional, etc.
MCC's Securities will be given the right to propose for such
representation.
IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused it to be
executed by their duly authorized officers or agents all as of the day and year
first above written.
BRIDGETECH HOLDINGS INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxx III
------------------------------------
Name: Xxxxxx X. Xxxx III
Title: EVP & CFO
MCC HEALTHCARE GROUP
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: CEO
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