AMENDED AND RESTATED AGREEMENT
AMENDED AND RESTATED AGREEMENT effective as of the 24th day of June 1997 between
IGENE Biotechnology, Inc. of 0000 Xxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000
("IGENE") and Fermic, X.X. xx X.X., Xxxxxxx Xx. 000-Xxxxxxxxxx, 00000 Xxxxxx
D.F., Mexico ("Fermic").
RECITALS
IGENE owns patents, patents pending and proprietary know-how concerning
microbial and biochemical processes by which the astaxanthin-producing yeast,
PHAFFIA RHODOZYMA, is grown and processed to yield a dried yeast product
("AstaXin(R)") containing the pigment astaxanthin.
IGENE wishes to produce AstaXin(R) in commercial quantities and, in order to do
so, requires access to a facility with adequate fermentation capacity and a
trained labor force.
Fermic owns and operates a fermentation plant in Mexico City (the "Facility")
which has the capacity and the labor force required to produce a sufficient
quantity of AstaXin(R) for commercialization.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
ARTICLE I. DEFINITIONS
As used in this Agreement, the following terms shall have the meanings specified
in this Article I:
"AstaXin(R)" - as defined in the first recital.
"Auxiliary Equipment" - centrifuges, drum dryers and milling and packaging
equipment and piping and other items required for installation of the equipment.
"Cracking Enzyme" - enzyme needed for treatment of PHAFFIA RHODOZYMA.
"Equipment" - fermentors and Auxiliary Equipment.
"Facility" - as defined in the third recital.
"Know-How" - all confidential information, know-how and data not disclosed in a
published patent, whether or not patentable, relating to the Patented Process,
the Microorganism and AstaXin(R) including, without limitation, the Cracking
Enzyme.
"Microorganism" - A strain of PHAFFIA RHODOZYMA developed by and proprietary to
IGENE as modified from time to time by IGENE.
"Operations Manual" - the detailed written operations manual prepared by IGENE
describing the process for manufacturing AstaXin(R).
"Patents" - means the patents and patent applications set out in Exhibit A and
any patent and patents issuing therefrom or thereon, any patents and patent
applications based on improvements to the patent and patent applications set out
in Exhibit A, including foreign patents claiming priority under patent
conventions, the inventions claimed thereby and any continuations or
continuations in party, reissues, substitutions or divisions thereof.
"Patented Process" - means the process for manufacturing AstaXin(R) covered by
one or more of the claims of Patents.
"Proprietary Information" - any information, drawings, manuals and other
documents transmitted or communicated directly or indirectly on behalf of the
disclosing party to the receiving party and marked confidential or proprietary
and any information or data orally described as confidential or proprietary or
which the receiving party has reason to believe is such. Proprietary Information
may include, without limitation, information relating to the disclosing party's
business and activities, product research and development, marketing plans or
techniques, client lists, and any scientific or technical information, design,
process, procedure, formula, or know-how (whether or not patentable). The
Know-How, including the Operations Manual, and the Microorganism are Proprietary
Information of IGENE.
"Repayment Date" - the first day of the twenty-third month from the month for
which IGENE first pays the tolling fee.
ARTICLE II. AGREEMENT TO MANUFACTURE; LICENSE
2.1 Subject to the terms and conditions of this Agreement, Fermic agrees to
manufacture AstaXin(R) at the Facility during the term of this Agreement
using the Microorganism, the Patented Process and the Know-How provided
by IGENE.
2.2 IGENE hereby grants to Fermic a nonexclusive right and license during the
term of this Agreement, and only during the term of this Agreement, to
use the Patented Process, the Microorganism and the Know-How for the
purpose of manufacturing AstaXin(R). Except as otherwise agreed upon by
the parties pursuant to Article XI, all AstaXin(R) manufactured by Fermic
shall belong to IGENE and (a) Fermic may not produce AstaXin(R) other
than for or on behalf of IGENE and (b) no right, express or implied, is
granted by this Agreement to Fermic to use in any manner the trademark
"AstaXin(R)" or any other trade name of IGENE in connection with the
performance of this Agreement.
2.3 Fermic shall obtain and maintain all required licenses, certifications
and approvals necessary to authorize and permit (a) the import of the
Microorganism and any Auxiliary Equipment purchased by IGENE (b) the
manufacture of AstaXin(R) at the Facility and (c) the delivery and export
of the AstaXin(R) manufactured by this Agreement. Applications for such
licenses, certifications and approvals will be made in the name of IGENE
(except for the license, if any, required to manufacture AstaXin(R)) and
Fermic will furnish to IGENE copies of all such documentation promptly
after its creation. IGENE shall be responsible for obtaining any licenses
or permits required for export of the Microorganism from the United
States to Mexico.
ARTICLE III. PILOT PLANT RUN
3.1 As soon as practicable after signing of this Agreement, IGENE and Fermic
shall conduct pilot plant runs at the Facility using the Microorganism
provided by IGENE, and a 500 liter fermentor and Auxiliary Equipment
provided by Fermic.
3.2 IGENE will provide, at no cost to Fermic, a technical representative
knowledgeable about the Patented Process and the Know-How and acceptable
to Fermic to train Fermic's employees before and during the pilot plant
runs and to otherwise assist with the pilot plant runs. IGENE will
provide Fermic with a copy of the Operations Manual and such other
written or oral information and documents concerning the Patented Process
and the Know-How as IGENE considers necessary to permit Fermic to product
AstaXin(R).
3.3 If, in IGENE's sole judgment, the pilot plant runs reveal no significant
production problems with the Equipment, the Facility or the labor force
and if the yield is acceptable to IGENE, Fermic will begin large scale
production of AstaXin(R) as soon as possible, but in no event later than
October 1, 1997. If IGENE determines that there are significant
production problems or if the Microorganism fails to produce a yield that
is acceptable to IGENE, it shall promptly notify Fermic in writing
whereupon this Agreement will automatically terminate without either
party having any liability for breach as a result of such termination,
except that, if termination is caused by insufficient yield, IGENE will
pay Fermic U.S. $1,000 at the time of giving notice of termination. Upon
such payment, neither party shall have any liability to the other except
under those Sections of the Agreement which specifically survive its
termination.
3.4 Each party will bear its own costs in connection with the pilot test run.
Fermic will provide the raw materials for IGENE's account (other than the
Microorganism and the Cracking Enzyme) required for the pilot test run.
IGENE will reimburse Fermic for the raw materials within 30 days of
receipt of an invoice therefor.
ARTICLE IV. PRODUCTION; AUXILIARY EQUIPMENT
4.1 Fermic shall (a) provide the Equipment, laboratory facilities and labor
at the Facility necessary to manufacture and store the AstaXin(R) and (b)
be responsible for purchasing raw materials (other than the Microorganism
and the Cracking Enzyme which shall be supplied by IGENE). One [ 1 ]
liter fermentor and all necessary Auxiliary Equipment at the Facility
will initially be dedicated to the manufacture of AstaXin(R). IGENE shall
have the option to require an upgrade to a [ 2 ] liter fermentor by
giving one month's notice to Fermic.
4.2 The Equipment and laboratory facilities to be used by Fermic must be
acceptable to IGENE and no changes shall be made to the Equipment and
facilities used in the manufacture of AstaXin(R) unless approved in
advance by IGENE (except in an emergency and then only for the duration
of the emergency).
4.3 Fermic acknowledges that once manufactured, AstaXin(R) must be kept
refrigerated until shipment to IGENE's customers. Fermic agrees,
therefore, to provide refrigeration capacity sufficient for storage of up
to 45 days of production of AstaXin(R) and will, if necessary, rent
refrigeration equipment at its cost to provide such storage at the
Facility.
4.4 Fermic agrees to assign a technical representative acceptable to IGENE to
act as liaison with IGENE. Fermic warrants that the Equipment, the
laboratory facilities and the Facility will be maintained in good
condition and that Fermic will retain a trained workforce adequate to
manufacture AstaXin(R) under this Agreement notwithstanding any
obligations it might have to third parties. Fermic gives no warranty
whatsoever that the Patented Process or the Microorganism will produce
AstaXin(R) in any given quantity or of any given quality.
4.5 Fermic shall have sole responsibility for compliance with all
environmental laws and regulations applicable to the Facility and the
manufacture of AstaXin(R) and for disposal of wastes in compliance with
law and IGENE shall have no liability to Fermic or others in connection
with the disposal of wastes from the Facility or noncompliance with such
environmental laws or regulations.
4.6 Fermic agrees to package and ship the AstaXin(R) in such packaging,
volumes and to such IGENE customers as IGENE shall instruct. All shipping
and any other directly related costs actually incurred by Fermic in
connection with packaging and shipping the AstaXin(R) shall be invoiced
separately to IGENE which shall pay the amounts due within 30 days of
receipt of the invoice.
4.7 IGENE and Fermic have determined that additional Auxiliary Equipment is
needed for the downstream processing of AstaXin(R) at the Facility. IGENE
will determine the optimum design for the downstream processing, locate
vendors for the Auxiliary
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1 This information has been omitted pursuant to a request for confidential
treatment. The omitted information has been filed separately with the
Commission.
2 This information has been omitted pursuant to a request for confidential
treatment. The omitted information has been filed separately with the
Commission.
Equipment (new or used), purchase the Auxiliary Equipment for
installation at the Facility, and work with Fermic engineers in
installing it. Other than items included in Auxiliary Equipment, which
shall be paid by IGENE, Fermic will be responsible for the costs of any
structural changes or additions to the Facility that may be needed for
the installation and operation of the additional Auxiliary Equipment,
including the cost of labor. Fermic shall reimburse IGENE up to U.S.
$500,000 for the Auxiliary Equipment over a twenty-three month period by
reduction of the tolling fees as set forth in Section 5.3. Until the
Equipment is fully paid for, IGENE shall have a security interest in said
Equipment.
4.8 If, prior to the Repayment Date, Fermic terminates this Agreement or this
Agreement is terminated because of Fermic's breach, the additional
Auxiliary Equipment shall belong to IGENE and IGENE shall have the right
to remove said Equipment (at IGENE's expense). If, prior to the Repayment
Date, IGENE terminates this Agreement or this Agreement is terminated
because of IGENE's breach, Fermic may elect either to keep the additional
Auxiliary Equipment and pay IGENE the balance due or require IGENE to
remove the equipment (at IGENE's expense) and reimburse Fermic the total
amount of credits actually allowed toward payment pursuant to Section
5.3.
4.9 IGENE will provide Fermic with new variants of the Microorganism from
time to time. Each new variant will be subjected to a test run under the
supervision of Fermic and IGENE personnel before it is used to
manufacture AstaXin(R) in large volumes. There will be no additional
charge to IGENE for these test runs.
ARTICLE V. TOLLING FEES
5.1 As compensation to Fermic for manufacturing, storing, and labor involved
in packaging and handling the AstaXin(R), for any structural or other
additions made to the Facility, and for all of its other services under
this Agreement IGENE shall pay Fermic a tolling fee of [ 3 ] per month
per cubic meter of fermentor capacity. In addition, IGENE will reimburse
Fermic for the actual cost of raw materials used in the manufacture of
AstaXin(R).
5.2 Payment of the tolling fees shall be made monthly in advance on the first
business day of each month by wire transfer to the account designated by
Fermic. The cost of raw materials shall be invoiced monthly by Fermic and
paid by IGENE within 30 days of receipt of the invoice.
5.3 The amount owed by Fermic to IGENE for the purchase of the additional
Auxiliary Equipment for use by Fermic at the Facility shall be limited to
U.S. $500,000 and shall be paid by a monthly credit against the tolling
fee owed for each month of the first twenty-
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3 This information has been omitted pursuant to a request for confidential
treatment. The omitted information has been filed separately with the
Commission.
three months of production of AstaXin(R) at the Facility equal to the
smaller of one- twenty-third of the purchase price plus 10% interest or
U.S. $24,000.
5.4 If at anytime during the term of this Agreement production of AstaXin(R)
is stopped or delayed because of one or more problems with the Equipment
or the Facility, there will be a pro rata reduction in the tolling fee
proportional to the duration of the stoppage or delay. IGENE may either
credit the reduction against the tolling payment due immediately
following restoration of production or request direct reimbursement.
Fermic shall pay IGENE any reimbursement due within thirty (30) days of
request therefor by IGENE.
ARTICLE VI. CONFIDENTIALITY
6.1 Except as specifically provided by this Agreement, (a) Fermic shall not
acquire any right, title or interest in the Patents, the Microorganism or
the Know-How, (b) Fermic shall use the Patents, the Know-How and any
Microorganism in its possession solely in accordance with its rights and
licenses hereunder and not for any other purpose, and (c) IGENE shall not
acquire any right, title or interest in the Proprietary Information of
Fermic.
6.2 From and after the date hereof and for a period of five (5) years from
the date of expiration or termination of this Agreement, each party
agrees to hold in confidence all Proprietary Information of the other.
6.3 Each party will restrict disclosure of and access to the other's
Proprietary Information to the minimum number of its employees necessary
to carry out the purposes of this Agreement and each party will use its
best efforts, including efforts fully commensurate with those employed by
it for the protection of its own confidential information and
microorganisms to protect the other's Proprietary Information disclosed
to it pursuant to this Agreement.
6.4 The parties agree that these confidentiality obligations do not apply to
the following:
6.4.1 Information which appears in issued patents or printed
publications in integrated form or which otherwise is or becomes
generally known in the trade through no fault of the receiving
party;
6.4.2 Information which the receiving party can show by dated records
was in its possession prior to the disclosure thereof by it; or
6.4.3 Information which comes into a party's possession from a third
party without breach of any obligation to the other party to
maintain the confidentiality of the Information.
6.5 Notwithstanding the foregoing, a party may disclose the other's
Proprietary Information to the extent such disclosure is reasonably
necessary to comply with government regulations, provided that it gives
the other party reasonable advanced notice of the pending disclosure and
uses its best efforts to secure confidential treatment of the information
required to be disclosed.
6.6 The provisions of this Article VI shall not relieve the parties of their
obligations under the Confidentiality Disclosure Agreement dated April
24, 1997.
ARTICLE VII. INFRINGEMENT INDEMNITY; WARRANTY DISCLAIMER
7.1 IGENE shall indemnify and hold Fermic harmless against any liability for
infringement of any patents owned by others on the basis of the
manufacture by Fermic of AstaXin(R) for IGENE under this Agreement. The
defense, settlement, adjustment or compromise of any claim or suit for
which IGENE becomes obligated under this indemnity shall be in the sole
control of IGENE. Fermic may, if it desires, employ counsel at its own
expense.
7.2 EXCEPT FOR THE WARRANTY OF NON-INFRINGEMENT AS TO WHICH THE INDEMNITY IN
SECTION 7.1 IS PROVIDED, IGENE GIVES NO WARRANTY WHATSOEVER TO FERMIC
WITH RESPECT TO THE MICROORGANISM OR THE ASTAXIN(R) OR WHETHER PRODUCTION
OF ASTAXIN(R) AS CONTEMPLATED HEREIN WILL BE COMMERCIALLY VIABLE OR
WHETHER IGENE WILL BE SUCCESSFUL IN MARKETING ASTAXIN(R) IN COMMERCIAL
QUANTITIES. IGENE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION WARRANTIES OR MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
ARTICLE VIII. TERM AND TERMINATION
8.1 Unless earlier terminated under Section 3.3 or pursuant to Sections 8.2
and 8.3, this Agreement shall terminate on December 31, 1997 unless IGENE
gives notice to Fermic on or prior to October 31, 1997 that IGENE is
extending the duration of the contract to December 31, 1998, in which
event this Agreement shall terminate on December 31, 1998.
8.2 If the Microorganism is not producing a yield that is acceptable to
IGENE, or if Fermic is unable to manufacture the AstaXin(R) at the
Facility for any reason, including force majeure, for a period of more
than one month, IGENE may terminate this Agreement effective as of the
end of a month by giving Fermic at least 30 days advanced written notice
of termination, whereupon neither party shall have any further obligation
to the other except payment for amounts due the other as of the date of
termination and obligations under those ARTICLES and Sections of the
Agreement that specifically survive its termination or expiration.
8.3 Either party shall have the right (but not the obligation), by giving
written notice to the other, to terminate this Agreement upon the
happening of any of the following events:
8.3.1 The other party defaults in the performance or observance of any
agreement contained in this Agreement and such default is not
cured within 30 days of notice thereof from the non-defaulting
party;
8.3.2 The other party admits in writing its inability to pay its debts
generally as they become due; files or consents to the filing
against it of a petition under bankruptcy or any insolvency or
similar law; appoints or consents to the appointment of a receiver
of itself of all or a substantial part of its property; becomes
subject to a court order under which all or a substantial part of
its property is under the control and custody of a court; is
subject to an involuntary filing against it of a petition under
bankruptcy or other insolvency law; or is in a circumstance
substantially similar in character to any of the above.
8.4 Upon termination of this Agreement for any reason, each party shall
promptly return or destroy all Proprietary Information of the other.
Without limiting the foregoing, Fermic shall return or destroy all
Cracking Enzyme and Microorganism. Each party shall certify in writing to
the other that it has fully complied with this Section 8.4.
8.5 The following Articles and Sections shall survive termination or
expiration of this Agreement: ARTICLE VI (Confidentiality), ARTICLE VII
(Indemnity; Warranty Disclaimer); Section 8.4 (return or destruction of
Proprietary Information); Section 12.3 (independent contractor
relationship); Section 12.6 (governing law); Section 12.7 (dispute
resolution); and Section 12.9 (mutual indemnification).
ARTICLE IX. RISK OF LOSS; INSURANCE
9.1 Fermic shall bear the risk of loss of the AstaXin(R) while the AstaXin(R)
is stored at the Facility. As between Fermic and IGENE, the risk of loss
shall pass to IGENE upon shipment of the AstaXin(R) to the customers
designated by IGENE or upon its purchase by Fermic.
9.2 Fermic shall maintain in continuous force insurance against loss or
damage of the Equipment (including any additional Auxiliary Equipment
purchased by IGENE pursuant to Section 4.7), the Facility, all raw
materials (other than the Microorganism), work in process, and the
AstaXin(R) while it is stored at the Facility from all casualty risks and
all other risks usually insured against by persons operating a similar
business. Fermic will authorize its insurance carrier to provide a
certificate of insurance to IGENE verifying such insurance coverage. In
the event of any casualty loss to Auxiliary Equipment purchased by IGENE
and installed at the Facility prior to payment therefor by Fermic, Fermic
hereby assigns to IGENE the right to collect insurance proceeds up to the
amount still owed by Fermic. In the event of any casualty loss to the
AstaXin(R), Fermic hereby assigns to IGENE the right to collect insurance
proceeds for such loss or damage to the extent the loss or damage to the
AstaXin(R) is covered by insurance maintained by Fermic.
9.3 IGENE shall maintain in continuous force insurance against loss of or
damage to the Microorganism.
ARTICLE X. FORCE MAJEURE
10.1 Except as specifically provided in Section 8.2, no failure or omission to
carry out or to observe any of the terms, provisions or conditions of
this Agreement shall give rise to any claim by one party against the
other, or be deemed to be a breach of this Agreement, if such failure or
omission is caused by one or more of the following: war (whether or not
declared and whether or not the United States is a participant) or
hostilities; acts of the public enemy or belligerents; sabotage;
blockade, revolution, insurrection, riot or disorder; expropriation,
requisition, confiscation or nationalization; embargoes; export or import
restrictions or rationing or allocation, whether imposed by law, decree
or regulation or by voluntary cooperation of industry at the instance or
request of any governmental authority or organization owned or controlled
by any government or person purporting to act therefor; interference by,
or restriction or onerous regulation imposed by, any governmental
authority to whose jurisdiction the party is subject; act of God; fire;
earthquake; storm; epidemics; quarantine; strikes, lockouts or other
labor disturbances; explosion; breakage or accidents by fire or otherwise
to transportation or distribution facilities or equipment; unavailability
of raw materials; failure of the Facility to operate for any reason
beyond the control of Fermic; shutdown of the Facility for prudent
maintenance; or any other event, matter or thing wherever occurring, and
whether or not of the same class or kind as those set forth above which,
by the exercise of due diligence, the party concerned is unable to
overcome.
10.2 A party affected by an actual or potential force majeure situation shall
promptly notify the other party of such situation. IGENE shall not be
required to pay Fermic a tolling fee and shall be entitled to a refund
for any tolling fee already paid for any period in excess of 24 hours
that the Equipment then being used to manufacture AstaXin(R) or the
Facility is not in operation. Any refund may be in the form of a credit
toward future tolling fees.
ARTICLE XI. SALES BY FERMIC
IGENE acknowledges that Fermic is interested in having the right to purchase
AstaXin(R) for resale and Fermic acknowledges that, at this time, IGENE is not
in a position to negotiate a distribution or other sales agreement with Fermic.
The parties agree therefore to begin good faith negotiations of such an
arrangement agreeable to both parties once the test plant runs are completed and
volume production of AstaXin(R) at the Facility has begun. Any agreement under
which Fermic is authorized to market and sell AstaXin(R) shall be independent of
this Agreement.
ARTICLE XII. MISCELLANEOUS
12.1 Any notice to be given under this Agreement shall be in writing and
delivered by a recognized overnight courier service, addressed as
follows:
If to Fermic to it at: If to IGENE to it at:
Fermic, S.A. de C.V. IGENE Biotechnology, Inc.
Reforma No. 873 - Iztapalapa 0000 Xxx Xxxxxx Xxxx
00000 Xxxxxx D.F., Mexico Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xx. Xxxxxxxxxx Xxxxxxx Attention: Xxxxx Xxxxxxxxxxx
Telephone: 000-000 000 0000 Telephone: 0-000-000-0000
Facsimile: 000-000 000 0000 Facsimile: 0-000-000-0000
12.2 Failure of either party to insist upon strict observance of or compliance
with all of the terms of this Agreement in one or more instances shall
not be deemed to be a waiver of its rights to insist upon such observance
in the future or compliance with the other terms hereof.
12.3 Except for the limited agency established in Section 4.6, this Agreement
shall not be deemed to establish the relationship of principal and agent,
master and servant or a partnership or joint venture of any kind between
Fermic and IGENE, and neither party shall be liable for any act of or
failure to act by the other party except as expressly provided in this
Agreement. Without in any way limiting the foregoing, Fermic will be
responsible for any liability derived from the labor relationship with
its employees and in no case nor under any circumstances shall IGENE be
considered a direct or substitute employer of Fermic or any of Fermic's
employees. Fermic agrees to indemnify IGENE from any claims demands,
liabilities, suits, costs and expenses (including reasonable attorney's
fees) of any kind or nature whatsoever arising out of claims that IGENE
has liability with respect to Fermic's employees, whether such claims,
demands, liabilities or suits are of a civil, commercial, labor, fiscal
or other nature. This provision shall survive termination of this
Agreement.
12.4 This Agreement constitutes the entire understanding and supersedes all
prior agreements between the parties hereto with respect to the subject
matter hereof. The provisions herein shall not be extended or modified
except by written agreement between Fermic and IGENE.
12.5 In the event that any provision of this Agreement shall be held to be
unenforceable, invalid or otherwise indefinite, the balance of this
Agreement shall continue in full force and effect, unless the severance
of the portions held unenforceable would reasonably frustrate the
commercial purposes of this Agreement, in which case, reasonable efforts
will be made to reform this Agreement to achieve such commercial
purposes.
12.6 This Agreement is written in English language and shall be construed
accordingly. This Agreement shall be performed, interpreted and enforced
under the applicable laws of the City of Mexico, Federal District.
12.7 The parties will use their best efforts to resolve by negotiation any
dispute, controversy or claim which may arise in connection with this
Agreement. In the event of parties cannot directly resolve such dispute,
controversy or claim, the parties agree to be bound by arbitration to
occur in New York, New York. The arbitration is to be conducted in
English by a single arbitration acceptable to both parties in accordance
with the Rules of Conciliation and Arbitration of the International
Chamber of Commerce. The arbitration decision shall be binding and final
and the local courts shall have no jurisdiction over this matter.
12.8 This Agreement may not be assigned by Fermic without the prior written
consent of IGENE. This Agreement shall inure to the benefit of and be
binding on the successors and permitted assigns of the parties.
12.9 Each party shall indemnify and hold the other harmless from any claims,
demands, liabilities, taxes, suits, costs and expenses (including
attorney's fees) of any kind or nature whatsoever arising out of any and
all activities carried out by the indemnifying party or its officers,
directors, employees or agents under this Agreement. This provision shall
survive termination of this Agreement.
12.10 Each party represents to the other that the person signing below on its
behalf is legally authorized and empowered to do so under applicable law
and that, upon signature by such individual on behalf of such party, this
Agreement and any amendments hereto shall be binding upon and enforceable
against it in accordance with its terms.
IN WITNESS WHEREOF the parties have caused this instrument to be executed in
duplicate as of the year and day first above written.
FERMIC S.A. DE C.V. IGENE BIOTECHNOLOGY, INC.
Falzoni Alessandro Xxxxxxx X. Xxx, President
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/s/ Falzoni Alessandro /s/ Xxxxxxx X. Xxx
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Signature Signature
Date: 18th July 1997
