TERMINATION ACKNOWLEDGMENT
China Academy of Sciences (hereinafter referred to as the "Academy") and
Xxxxxxxxxx Laboratories, Inc. (hereinafter referred to as "Xxxxxxxxxx")
have met on this 12th day of February, 1996 at the Xxxxxxxxxx location
in Irving, Texas, USA to discuss the agreements (see below) previously
entered into by the aforementioned parties. The Academy is represented
by Ms. Xx-xxxxx Xxxx of the Academy and Xxxxxxxxxx by Xxxxx Xxxxxx. The
following acknowledgment and agreement is to be officially executed and
effective immediately:
1. Based on the mutual interest and the best knowledge then
available to both parties, Academy and Xxxxxxxxxx entered
into the initial Agreement in August, 1995 (the
"Agreements") to explore the potential Chinese market for
Xxxxxxxxxx'x existing lines of products including the
possibility of jointly developing and testing certain types
of Xxxxxxxxxx products that are currently still at the
experimental phase;
2. As the result of all the honesty and commitment of both
parties, three separate Agreements were signed as a serious
starting point for the hoped for long-term joint efforts to
develop the Chinese markets for Xxxxxxxxxx products. In the
Agreements, several practical phases were established to
satisfy the specific requests as raised by Xxxxxxxxxx and
the Academy regarding the approved domestic testing by the
Academy, any additional Chinese government approval and
registration with the proper government agency to obtain all
necessary permits or licenses and the initial market
research to be independently conducted by the Academy prior
to the end of the year;
3. The three Agreements also laid out detailed plans for the
purchase of Xxxxxxxxxx products with different discounts and
pricing as well as the minimum purchasing requirement for
each period of the initial year and, specific time frames
were assigned to such plans and to each of the different
phases as set forth in the above 2;
4. Yet, for reasons beyond the Academy's control, the Academy
could not obtain the necessary approval from the Chinese
government agency even though the Academy tried its best in
such endeavor;
5. Xxxxxxxxxx has made numerous inquiries and requests during
the process for both the return of the originally signed
copy of the Agreements taken by mistake by the Academy for a
revised Chinese translation and for an update of the status
directly by Xxxxxxxxxx and indirectly through third parties
to both the representative office in Dallas, Texas and the
Academy headquarters in Beijing by mail, telephone and fax.
However, there has been a lack of official communication
from the Academy and Xxxxxxxxxx was, unfortunately, not
properly updated concerning the development and the status
of the Academy's efforts;
6. Based on the terms of said Agreements, deadlines for the
initial phases as stipulated in the original Agreements have
expired or elapsed with no substantial progress or result as
prescribed and required by the Agreements. It is therefore
understood and agreed that neither party is liable for the
unfruitful result of the goodwill effort and that neither
party will be liable under the terms and obligations of the
said three Agreements now or in the future;
7. Finally, both parties agree by signing this termination
acknowledgment that all previously signed documents
including any oral or written commitment, rights,
obligations, authorizations, promises and entitlement; if
any, based on such documents become immediately null and
void.
8. This final termination acknowledgment serves the sole
purpose to exempt and terminate the contractual obligations
of the Academy and Xxxxxxxxxx to each other and any other
third parties regarding the previously said three Agreements
for now and forever. However, this termination
acknowledgment shall never affect the business relationship
and the personal friendship established during the process
between the Academy and Xxxxxxxxxx. Further, both parties
agree to continue further discussions in any areas of common
interest in the future including new possible arrangements
to jointly market Xxxxxxxxxx products in China.
9. This agreement has been provided in Chinese for the mere
purpose of courtesy reference and convenience to the
Academy s official representative and the final signed
English version of the agreement shall be the sole and
correct official copy. Any discrepancy between the two
versions shall be interpreted by the true meaning of its
English original and English version only.
Signed this _____________________ day of _____________, 1996 at
Xxxxxxxxxx Laboratories, Inc. in Irving, Texas, USA.
by:
Authorized Representative of Authorized
Representative of
China Academy of Sciences: Xxxxxxxxxx
Laboratories, Inc.
_____________________________
___________________________
XXXX, EN-XXXXX XXXXXXXXXXX X. RECORD
