Cooperation Framework Agreement
EX-4.1
THIS
Cooperation
Framework Agreement
(Agreement) is made as of the ____ day of August 2005, in Beijing PRC., by
and
between:
Biosphere
Development Corp.,
Shenzhen
Branch of Yankuang Group Co., Ltd.,
And
Shenzhen
Xxxxx Group Co., Ltd.,
referred
to from time to time collectively as the "Parties."
Whereas
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a)
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Biosphere
Development Corp., is a subsidiary of Global Environmental Energy
Corp.,
(GEECF Nassau), a corporation registered in Commonwealth of Bahamas
and
publicly traded on stock markets both in Germany and the United States
(GEECF: NASDAQ OTCBB; Deutsche Borse Frankfurt
DE:GLI);
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b)
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Shenzhen
Branch of Yankuang Group Co., Ltd., is the Shenzhen branch of Yankuang
Group Co., Ltd., a group corporation engaged in coal, coal chemistry,
electrolytic aluminum, electricity generation, construction materials,
mechanical process, trading etc. Yanzhou Coal Corp, a subsidiary
controlled by Yankuang Group Co., Ltd., is a coal industry company
listed
in the stock markets of New York, Hong Kong and
Shanghai;
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c)
|
Shenzhen
Xxxxx Group Co., Ltd., is a limited liability company incorporated
in
Shenzhen, PRC whose major business scope covers information technology
service, trading and investment
management;
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d)
|
Global
Environment Energy Corp enjoys a license to a technology known as
the
Biosphere Process™1System
from XxXxxxxxx Consultants, the ultimate owner of the said
technology. Subject to the approval of XxXxxxxxx Consultants, and
contractual obligations between XxXxxxxxx Consultants and Global
Environment Energy Corp., Biosphere Development Corp., enjoys the
global
right (including the rights to license any third party) to manufacture,
sell and operate the Biosphere System™. The Biosphere System™ is an
advanced waste treatment and power generation technology which it
is
recognized offers great commercial
value;
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1
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e)
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Shenzhen
Branch of Yankuang Group Co., Ltd., and Shenzhen Xxxxx Group Co.,
Ltd.,
with the competitive advantages in financing and marketing network
for the
commercial application and promotion of the Biosphere System™ in PRC, are
able to handle and complete successfully the legal formalities such
as
governmental approval for the project, environmental permit and other
procedures necessary for the operation of the project, as well as
to
obtain the most preferential policy and support from the governments
at
all levels in PRC;
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f)
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Biosphere
Development Corp., Shenzhen Branch of Yankuang Group Co., Ltd. and
Shenzhen Xxxxx Group Co., Ltd., intend to cooperate with each other
in the
project of commercial application of the Biosphere System™
in
PRC;
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g)
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Biosphere
Development Corp., Shenzhen Branch of Yankuang Group Co., Ltd. and
Shenzhen Xxxxx Group Co., Ltd. have reached consensus in principle
concerning the cooperation by signing the Letter of Intent on 20
January
2005 and the Memorandum of Understanding on 24 March
2005.
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Under
the
abovementioned circumstances and through friendly negotiation, Biosphere
Development Corp.,, Shenzhen Branch of Yankuang Group Co., Ltd., and Shenzhen
Xxxxx Group Co., Ltd., agree to enter into this Agreement on the cooperation:
1.
Definition and Interpretation
1 Biosphere,
Biosphere System™, Biosphere Process and Biosphere Process™ System are copyright
trademarks of the Life Energy Partnership 1994, and of XxXxxxxxx Consultants.
2
| 1.1 |
Unless
otherwise expressed in this Agreement, the following words and phrases
shall have the meanings as provided
below:
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| “This Agreement” |
shall
mean this Agreement and all of its schedules as amended from time
to
time.
The terms and conditions set forth herein constitute the
entire understanding of the Parties and replace
and supersede any prior understandings or agreements either written
or
oral.
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| “PRC Parties” |
shall
mean Shenzhen Branch of Yankuang Group Co., Ltd., and Shenzhen
Xxxxx Group
Co., Ltd.
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| “Biosphere System™” |
shall
mean the technology and proprietary
system commonly referred to as the Biosphere ProcessÔ
System, all components thereof and associated know thereto developed
prior
to this Agreement or during the course of the undertakings called
for in
this Agreement, including
any improvements, developments, modifications and upgrading thereto
recognized by all parties hereto as owned in perpetuity by XxXxxxxxx
Consultants for the treatment of civic everyday wastes and generation
of
electricity from such treatment;
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| “Project” |
shall
mean the project of commercial application of Biosphere System™
in
PRC in which all parties will cooperate;
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| “GEECF” |
shall
mean Global Environmental Energy Corp, the parent company of Biosphere
Development Corp., and a
corporation registered in Commonwealth of Bahamas and publicly
traded on stock markets both in Germany and the United States (GEECF:
NASDAQ OTCBB; Deutsche Borse Frankfurt
DE:GLI);
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| “BVI1” |
a
new “to be formed company” which will be incorporated in the British
Virgin Islands and controlled by Shenzhen Xxxxx Group Co., Ltd.
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| “BVI2” |
a
new “to be formed company” which will be incorporated in the British
Virgin Islands and controlled by Shenzhen
Branch of Yankuang Group Co., Ltd.
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| “Licensing Asia” |
a
new “to be formed company” which will be incorporated in the British
Virgin Islands and controlled by Biosphere Development Corp., and
BVI1;
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3
| “Bio/Yankuang Hong Kong Listed” |
a
new “to be formed company” which will be incorporated in the British
Virgin Islands and controlled by Biosphere Development Corp., and
BVI2;
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| “EEI”” |
shall
mean Shenzhen Environmental Energy Investment Holding Company Limited
(the
name of EEI is subject to approval of the SAIC or its branches),
a
Sino-foreign joint venture company to be incorporated by “Bio/Yankuang
Hong Kong Listed”
and Shenzhen Branch of Yankuang Group Co.,
Ltd.;
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| “EET” |
shall
mean Shenzhen Environmental Energy Technology Company Limited to
be
incorporated by Shenzhen Xxxxx Group Co.,
Ltd.;
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| “Local Operating Companies” |
shall
mean the new “to be formed companies” which will be incorporated in the
PRC in accordance with the marketing development plan by EEI
(holding 51% of the equity shares of the Local Operating Companies)
and
EET (including any third parties designated by EET, holding 49% of
the
equity shares of the Local Operating Companies) to apply the Biosphere
System™ for waste treatment and generation of electricity
power;
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| “PRC” |
shall
mean People’s Republic of China. For the purpose of this Agreement, PRC
shall not include Hong Kong Special Administration Region, Macau
Special
Administration Region and Taiwan
Province;
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| “Working Days” |
shall
mean the normal bank working days in PRC and
USA;
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| “Force Majeure” |
shall
mean unforeseeable, unavoidable and uncontrollable occurrence or/and
circumstance that prevent any party or all parties to perform their
obligations under this Agreement, which includes but not limited
to the
changes of laws and legislations, governmental act, natural disasters
such
as earthquakes, flooding etc.
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| 1.2 |
Reference
to the “Shenzhen Branch of Yankuang Group Co., Ltd.”, the “Shenzhen Xxxxx
Group” and “Biosphere Development Corp.” also include reference to their
respective affiliates and successors, whether by operation of law
or
otherwise.
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4
2.
Scope and Objective of Cooperation
2.1
Scope of Cooperation
Based
upon the Biosphere System™
technology, the Parties to this Agreement decide to jointly develop the civic
waste treatment and electricity generation projects in PRC market and promote
the development of civic waste treatment industry and environment protection
industry in PRC.
2.2
Objective of Cooperation
The
Parties will try their best endeavor to build no less than 1300 units of
Biosphere System™
waste
treatment systems in the cities all around PRC within 5 years, for the purpose
of gaining satisfactory economic interests and investment return to all Parties
as well as bringing about positive social effects.
3、
Structure
of Cooperation
3.1
Structure of Cooperation
The
structure of cooperation among all Parties to this Agreement is described in
Schedule
1 attached
hereto.
3.2
Establishment and Function of Licensing Asia
Biosphere
Development Corp., and BVI1, a company controlled by Shenzhen Xxxxx Group Co.,
Ltd., will jointly incorporate Licensing Asia in Hong Kong.
Biosphere
Development Corp. shall make the capital contribution of USD 51,000 in cash
to
Licensing Asia to hold 51% of the equity shares of Licensing Asia. BVI1 shall
make the capital contribution of USD 49,000 in cash to Licensing Asia to hold
49% of the equity shares of Licensing Asia.
5
The
functions of Licensing Asia include (without limitation):
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a)
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to
serve as the entity to make investment and conduct market promotion
activities in PRC and Asia on behalf of Biosphere Development
Corp.;
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b)
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Biosphere
Development Corp. will grant a license to the Biosphere System™
technology and relevant rights thereto to Licensing Asia in return
for a
license fee. This license will liscence Licensing Asia to l sub-license
the PRC Parties in return for a license fee to manufacture, market,
sell
and operate the Biosphere System™
equipments;
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c)
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to
establish the the
first Chinese Biosphere
Process System and to the provide a center of Biosphere Process Technology
expertise in China;;
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d)
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to
serve other such functions as may agreed from time to time jointly
by
Biosphere Development Corp. and Shenzhen Xxxxx Group Co., Ltd.
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3.3
Incorporation
and Functions of “Bio/Yankuang
Hong Kong Listed”
Biosphere
Development Corp. and BVI2, a company controlled by Shenzhen Branch of Yankuang
Group Co., Ltd., will jointly incorporate “Bio/Yankuang
Hong Kong Listed”
in Hong
Kong. The cash capital of “Bio/Yankuang
Hong Kong Listed”
shall be
no less than USD 4.5 million and the registered capital of “Bio/Yankuang
Hong Kong Listed”
shall be
no less than USD 15 million, in order to satisfy the capital requirement to
incorporate EEI.
Biosphere
Development Corp., will use _”X”_number_ shares of Global Environmental Energy
Corp. (with the market value of USD 13.125 million at the time of signature
of
this Agreement and discounted by 20% as USD 10.5 million) to make capital
contribution to “Bio/Yankuang
Hong Kong Listed”
to hold
70% of the equity shares of “Bio/Yankuang
Hong Kong Listed”;
BVI2
shall make the capital contribution of USD 4.5 million in cash to “Bio/Yankuang
Hong Kong Listed”
to hold
30% of the equity shares of “Bio/Yankuang
Hong Kong Listed”.
In
recognition of Shenzhen Branch of Yankuang Group Co., Ltd.’s compromise with
Biosphere Development Corp. in terms of shareholding ratio in “Bio/Yankuang
Hong Kong Listed”,
Biosphere Development Corp., will grant to Shenzhen Branch of Yankuang Group
Co., Ltd., or any other party designated by Shenzhen Branch of Yankuang Group
Co., Ltd., the option to purchase one million five hundred thousand (1,500,000)
shares of Global Environmental Energy Corp., at USD$0.558 per share.
6
The
functions of “Bio/Yankuang
Hong Kong Listed”
include:
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a)
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to
establish the channel of investment and financing for the purpose
of
application of Biosphere System™
in
PRC market and development of the
Project;
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b)
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to
serve as the entity to incorporate and manage EEI on behalf of Biosphere
Development Corp;
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c)
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to
carry out the supervision and management of EEI and the Local Operating
Companies as the
shareholder/investor
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d)
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to
serve other functions agreed by Biosphere Development Corp. and the
PRC
Parties.
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3.4 Incorporation
and Functions of EEI
“Bio/Yankuang
Hong Kong Listed”
and
Shenzhen
Branch of Yankuang Group Co., Ltd.
will
jointly incorporate EEI in Shenzhen, PRC.
The
registered capital of EEI upon its incorporation shall be USD 10 million.
“Bio/Yankuang
Hong Kong Listed”
shall
make the capital contribution of USD 4 million in cash to EEI to hold 40% of
the
equity shares of EEI; Shenzhen Branch of Yankuang Group Co., Ltd. shall make
the
capital contribution in cash in RMB equivalent to USD 6 million to hold 60%
of
the equity shares of EEI.
The
functions of EEI include:
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a)
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to
invest in and control the Local Operating
Companies;
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b)
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to
establish the manufacturing base for production of Biosphere Process
System™’s
in China;
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c)
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to,
together with EET, obtain the authorization to manufacture and sell
the
full set of Biosphere System™
equipments and arrange the production of the equipments in accordance
with
market demand in China;
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7
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d)
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to
serve other functions as agreed by all
parties.
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3.5
Functions
of EET
The
functions of EET include:
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a)
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to
invest in the Local Operating Companies
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b)
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to
procure other investors to invest in the Local Operating Companies
by
offering for sale up to but not more than 19% of the Local Operating
Company, such sale would result in a shareholding in the local operating
company of : 30% to EET, 51% to EEI and 19% to other investors. Proceeds
from the sale of any portion of the intended local operating companies
attained from such sale would be invested in the local operating
company.
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c)
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to
complete, with the assistance of Shenzhen Branch of Yankuang Group
Co.,
Ltd., the relevant legal formalities for the approval for the Project,
environment permit and other procedures necessary for the operation
of the
Project;
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d)
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to
communicate and coordinate with the PRC governments at all levels
to
assure the smooth operation of the Projects.
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4.
Phases of the Operation of the Project
4.1
Incorporation of and Capital Contribution to Licensing Asia and
“Bio/Yankuang
Hong Kong Listed”
The
incorporation of Licensing Asia shall be completed before 30 September 2005.
Biosphere Development Corp. and Shenzhen Xxxxx Group Co., Ltd. shall jointly
authorize the intermediate agency in Hong Kong to complete the incorporation
work. The relevant cost shall be born by Biosphere Development Corp. and
Shenzhen Xxxxx Group Co., Ltd. in proportion to the shares held by them.
The
incorporation of “Bio/Yankuang
Hong Kong Listed”
shall be
completed before 30 September 2005. Biosphere Development Corp. and Shenzhen
Branch of Yankuang Group Co., Ltd. shall jointly authorize the intermediate
agency in Hong Kong to complete the incorporation work. The relevant cost shall
be born by Biosphere Development Corp. and Shenzhen Branch of Yankuang Group
Co., Ltd. in proportion to the shares held by them.
8
4.2 Establishment
of the first Chinese Biosphere Process System
Biosphere
Development Corp. shall provide for agreed key components to include a venturi,
shredder and pelletizer, for the first Chinese Biosphere Process System waste
treatment system to be supplied on account to Licensing Asia. Biosphere
Development Corp. Biosphere Development Corp., will use its best efforts to
provide these components within 90 days of the date of this
agreement.
The
cost/expense to build the first Chinese Biosphere Process System shall be born
by Licensing Asia and the relevant interests and rights shall be enjoyed by
Licensing Asia.
Licensing
Asia will
subject
to regulatory approval incorporate and own a wholly foreign owned limited
company in PRC at the proper time to serve as the legal entity and owner for
the
first Chinese Biosphere Process System and to the provide a center of Biosphere
Process Technology expertise in China.
4.3
Establishment of Second
Stage Biosphere
Process System deployments in China.
The
Parties shall choose the suitable cities (Shenzhen, Yantai and Guiling as
initially determined by all Parties) to establish an additional 3 to 5 Biosphere
Process System’s before 30 June 2006 and establish no less than 30 Biosphere
Process System’s before 31 December 2006.
4.4
Financing
The
Parties will provide the fund for the further development of the Project by
means of bank loan or direct financing in the capital market. The detailed
financing scheme will be determined in accordance with the actual market
conditions.
9
4.5
Establishment of Manufacture Base
EEI
shall
be responsible for the establishment of the manufacture base for the
equipments
of
Biosphere System™
waste
treatment System™s.
Shenzhen Branch of Yankuang Group Co., Ltd. shall provide the appropriate place
and equipments for a market price to be agreed.
The
EEI
shall, under contract from Biosphere Development Corp. and Licensing Asia,
manufacture, market, sell, deliver, commission and service the Biosphere
System™
equipments within PRC according to the terms and conditions of a Manufacturing
Alliance Agreement to be negotiated and agreed between EEI, Biosphere
Development Corp. and XxXxxxxxx Consultants. The sales price to the Local
Operating Companies shall be determined by all parties pursuant to the
principles of fairness and good faith.
Neither
Biosphere Development Corp., Global Environmental Energy Corp nor XxXxxxxxx
Consultants shall grant to any of the other parties hereto any sales, marketing
or manufacturing rights to the Biosphere Technology or the Biosphere Systems
outside of the PRC.
4.6
Operational Phases
The
operational phases of the Project are illustrated in Schedule 2 to this
Agreement.
5
Intellectual Property Rights
5.1
Advancement and Reliability of Biosphere System
Biosphere
Development Corp. hereby undertakes that Biosphere System is able to adapt
to
the characteristics of the civic waste in PRC (high percentage of water, low
percentage of combustible) and the treatment of waste water and waste gas during
the process is in compliance with the exhaust emission standard of PRC at a
competitive cost. Biosphere Development Corp. shall be responsible for the
advancement and reliabity of Biosphere System.
5.2
Ownership of the Biosphere System™
All
Parties to this Agreement acknowledge that none of “Bio/Yankuang
Hong Kong Listed”,
EEI,
EET and the Local Operating Companies enjoys the ownership of Biosphere
System™.
10
As
the
entity authorized by Biosphere Development Corp. to hold, control and develop
the Biosphere System™,
Licensing Asia enjoys the right of application for patents in connection with
the Biosphere System™
in Hong
Kong and PRC.
5.3
Licensing
Biosphere
Development Corp. will grant Licensing Asia with the relevant rights and
interests of Biosphere System™.
The PRC
Parties shall obtain the rights to manufacture and sell the Biosphere
System™
equipments under contract only and exclusively from Licensing Asia by paying
the
licensing fee to Licensing Asia.
Biosphere
Development Corp. undertakes that it shall not terminate the above authorization
to the PRC Parties provided that the PRC Parties have paid the agreed licensing
fee.
The
abovementioned licensing fee shall agreed to be negotiated between the parties
from time to time but will initially be set at at a rate of USD 10,000 per
1mw/hr.
5.4
Intellectual Property Rights Protection
All
parties to this Agreement (including their representatives, agents and
management staff) shall bear the obligation of confidentiality in relation
to
the Biosphere System™
technology in order to protect the intellectual property rights of Biosphere
System™
owned by
XxXxxxxxx Consultants as successively licensed to Global Environmental Energy
Corp, Biosphere Development Corp.
and
Licensing
Asia.
5.5
Interference
No
Party
will knowingly interfere with any negotiation, arrangement or prospective
business relationships then in process of being developed by any Party.
Furthermore, no Party will at any time during the term of this Agreement and
for
a minimum of six (6) months after termination enter into any agreement or
arrangement with any other person or entity which would infringe upon the rights
or the interests of any Party as provided for in this Agreement.
11
5.6
Documentation, Records, Audit
When
requested by Global Environmental Energy Corp or XxXxxxxxx, all parties hereto
shall provide copies of all documents relating to the services performed under
this agreement including bids, test results, laboratory analyses, plans, blue
prints, designs, drawings, audits, financial reports, sales contracts, or any
other information related to manufacture, marketing, sale and use of the Systems
and all parties shall maintain a complete documentary record of any and all
undertakings performed under this Agreement. All parties shall maintain true
and
correct records in connection with each service performed and all undertakings
related thereto and shall retain all such records for sixty months (60) months
after the end of the calendar year in which the last service or undertaking
pursuant to this Agreement was performed.
Global
Environmental Energy Corp or XxXxxxxxx may, at any time, at the expense of
Licensing Asia audit all records of the parties. The right of audit by Global
Environmental Energy Corp or XxXxxxxxx shall be good for two years after the
termination of this Agreement. Any error or discrepancy disclosed as the result
of such audit shall be promptly corrected and any monies due any Party shall
be
promptly paid by the obliged Party.
6.
Confidentiality
All
Parties shall keep all documents, data, related commercial information,
operational methods, expertise and other relevant secret information strictly
confidential and shall not disclose the said information to any third parties.
The Parties to this Agreement agree that such confidential information may
be
disclosed to their attorneys, financial advisors or other professional
consultants for their professional advice provided that they bear the same
obligation of confidentiality as contained herein.
12
The
obligation of confidentiality shall not be applicable to information already
published or known by the general public for whatever reasons, nor shall it
be
applicable to disclosure required by laws or by orders of courts of competent
jurisdiction.
7
Force Majeure
In
case
that any party is prevented from or delayed by reason of Force
Majeure in fully or partly performing its obligations under this Agreement,
such
party shall not be held liable for breach of contract, provided that such party
takes all necessary measures to mitigate the loss arising from the Force
Majeure.
The
party
who is affected by the event of Force Majeure shall give a notice to other
parties in writing as soon as possible and submit a written report to other
parties stating the reasons for the non-performance, partial performance or
delayed performance within 15 days after the occurrence of the Force Majeure.
8
Breach of Contract
All
parties shall perform their obligations strictly in accordance with this
Agreement. In case of violation of this Agreement, the breaching party shall
compensate the non-breaching parties for the losses and be responsible for
other
responsibilities as imposed by law, whether or not this Agreement is
terminated.
9
Amendments
Any
amendments to this Agreement shall be made in writing, duly executed by the
legal representatives or authorized representatives of all Parties and stamped
with the company chops of all Parties.
10
Governing Law
The
signing, performance and dispute settlement of this Agreement shall be governed
by the laws of Commonwealth of Bahamas.
13
11.
Dispute Settlement
Any
dispute arising out of or in connection with this Agreement shall be settled
by
the parties through friendly consultation. If settlement can not be reached
through friendly consultation, the dispute shall be submitted to the Hong Kong
International Arbitration Centre for arbitration in accordance the arbitration
rules currently in force. The venue of the arbitration shall be Hong
Kong.
The
parties to this Agreement shall continue to perform this Agreement during the
course of arbitration except for the part under arbitration.
12.
Integrity and Nature of This Agreement
This
Agreement shall supersede all previous oral or written proposals, undertakings,
memorandum of understandings, letters of intent, minutes or any other contracts
between parties regarding the subject matter.
As
the
legal document making the overall arrangement for the cooperation between and
among the parties to this Agreement, this Agreement sets out the principles
of
cooperation, the framework for the cooperation and the phases to push forwards
the cooperation. Parties to this Agreement shall, in accordance with the
stipulations of this Agreement, push the cooperation forward and sign the
specific commercial contracts, agreements and relevant documents in order to
realize the relevant commercial arrangements under this Agreement.
13.
Language
This
Agreement shall be signed in Chinese and English. In case of any discrepancy
between these two versions, the English version shall prevail.
14.
Notice
Any
notice and correspondence under this Agreement shall be delivered in writing
to
the following postal addresses:
Biosphere
Development Corp.
Dr.
CA
XxXxxxxxx,
Xxxxxxxxx
Xxxxx,
Xxxxxxxxx
Xxxxxx,
XX
Xxx
X-0000
Nassau
Commonwealth
of the Bahamas
14
Shenzhen
Branch of Yankuang Group Co., Ltd.
Xx.
Xxxx
Xxxxxxxx
Xxxxx
00,
Xxxxxxxx 0, Xxxxxxxx Xxxxxxx, Xxxxxxx Rd., Shenzhen, PRC
Shenzhen
Xxxxx Group Co., Ltd.
Xx.
Xxxx
Xinping
Building
A, Taifen Plaza, Haicheng Rd, Xixiang Matou, Bao’an District, Shenzhen,
PRC
Any
notice, invoice or communication shall be deemed to have been validly and duly
served after seven (7) days from the date of its registered delivery by either
FEDEX, DHL or UPS to any party.
15.
Valid Authorization
The
Parties to this Agreement all undertakes that they have obtained the lawful
and
valid authorization to execute this Agreement.
16.
Signing and Effectiveness
This
Agreement shall come into force once it is signed by the legal representative
or
authorized representative of all Parties and stamped with the company chops
of
all Parties. This Agreement has three originals and each Party shall retain
one
signed original.
17.
Schedules
The
schedules to this Agreement are the integral part of this Agreement which
include:
Schedule
1: Diagram of Cooperation Structure
Schedule
2: Diagram of Operation Phase
15
Signature:
Biosphere
Development Corp.
Authorized
Representative: Dr CA. XxXxxxxxx
|
Signature:
|
Date:
|
Shenzhen
Branch of Yankuang Group Co., Ltd.
Authorized
Representative: Xx. Xxxx Changyou
|
Signature:
|
Date:
|
Shenzhen
Xxxxx Group Co., Ltd.
Authorized
Representative: Xx. Xxxx Xinping
|
Signature:
|
Date:
|
And
now
enters Dr. CA XxXxxxxxx, in his individual capacity, who after reading of the
entirety of the foregoing Agreement, signifies his acceptance of all of the
benefits and rights inuring to him and in his favor including but not limited
to
all of his rights, interests and ownership of that proprietary system, the
Biosphere ProcessTM
System,
all components thereof and associated know how developed prior to the Agreement
or during the course of the undertakings called for in the Agreement, which
XxXxxxxxx has assigned to Global Environmental Energy Corp., for purposes of
commercial marketing, manufacturing and development, through his signature
affixed below.
Dr.
CA
XxXxxxxxx
16
