AGREEMENT Made in Tel Aviv this 12th day of July 2004
Exhibit 10.10
REF:
F:/Sadot/PimiMarion/Makhteshim_Nir_Ag/BSR/25.12.08
[TRANSLATED
FROM THE HEBREW]
Made in
Tel Aviv this 12th day of July 2004
BETWEEN: Makhteshim
Chemical Works Ltd
of XX Xxx 00, Xxxx Xxxxx
00000
(hereinafter referred to
as “Makhteshim”)
of
the one part
AND:
Nir Ecology Ltd
of 17 Maaleh Avshalom,
Kiriyat Tivon
(hereinafter referred to
as “Nir”)
of
the other part
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WHEREAS
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the
parties entered into a contract between them on 17th September 1998 and
subsequent addenda (hereinafter referred to as “the
contract”);
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AND
WHEREAS
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on
26th September 2003 Makhteshim gave notice to Nir that it was bringing the
contract to an end;
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AND
WHEREAS
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the
parties wish to conclude their relationship amicably, allowing for
cooperation in the future, and they wish to avoid any claims or complaints
against each other with regard to the contract and its termination,
subject as provided herein.
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NOW
THEREFORE IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:
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1.
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2.
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In
accordance with Nir’s instruction, Makhteshim hereby transfers to Pimi
Xxxxxx Holdings Ltd all the rights in the know-how and/or information in
its possession in connection with the product known as MC-100 (hereinafter
referred to as “the product”), together with the rights in the patents
and/or patent applications and/or licences granted in respect of them to
Makhteshim and/or any other entity, insofar as there are such, together
with plans and/or drawings and/or reports and/or correspondence and/or
test results and/or trial results and/or every other document whatsoever
connected with the product, whether in magnetic media, or in a document
and/or written, free of any charge and/or attachment and/or third party
rights whatsoever (hereinafter referred to as “the information and the
rights”). The information shall be transferred, and the rights are hereby
transferred, to Pimi Xxxxxx Holdings Ltd without any consideration from it
or Nir. Makhteshim warrants that in September 2003 it transferred all the
documents and information in its possession to Nir. Nir warrants, on the
basis of Makhteshim’s warranty, that it has received from Makhteshim the
documents and the information that was in Makhteshim’s possession. The
aforegoing shall not apply to the patent application that has been made to
the Registrar of Patents in Israel, which was transferred by Makhteshim at
its own expense prior to the date hereof into the name of Nir or to a
licence of the Israeli Plant Protection Authority to use “el
navat”, which will be transferred into the name of Pimi Xxxxxx
Holdings Ltd within 30 days. Should it transpire that Makhteshim has other
information or documents that have not been transferred to Nir, they will
be transferred to Pimi Xxxxxx immediately the same becomes
known.
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The
aforegoing does not derogate from Makhteshim’s rights by virtue of clause
13.1 of the contract with regard to applications of the products that do
not belong to the sphere of the know-how and/or the patent application
and/or the patent and/or the patents and/or the developments and are not
in the sphere of the agricultural
applications.
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3.
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All
the provisions of the contract with regard to non-competition and
confidentiality, which also apply after the relationship, shall continue
to apply.
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4.
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Makhteshim
undertakes to act at its own expense to register a transfer of the rights
in the patents and patent applications in connection with the product to
Pimi Xxxxxx Holdings Ltd in the states detailed in appendix “A” hereto.
For the avoidance of doubt, it is hereby expressed that if the transfer of
the patents or patent applications from Nir’s name into the name of Pimi
Xxxxxx Holdings Ltd is precluded for reasons independent of Makhteshim and
not connected with it (including due to proceedings in opposition to the
patent applications), Makhteshim shall have performed its obligation
pursuant to this clause by giving Nir or such person as Nir directs all
the documents necessary for making such transfer as aforesaid and paying
Nir or such person as Nir directs the official fee necessary for the
transfer of the rights in the patent or the patent applications in that
particular state.
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5.
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On
signing this agreement and subject to the performance hereof, neither of
the parties shall have any claim or complaint against the other and/or its
shareholders and/or directors in connection with any act or omission
concerning the contract and/or its termination and/or anything else
relating to the parties’ relationship, subject as provided in clause 3
above.
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AS
WITNESS THE HANDS OF THE PARTIES
| Nir Ecology Ltd | Makhteshim Chemical Works Ltd | |||
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/s/
Nir Ecology Ltd
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/s/
Yossy Gur
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Yossy
Gur
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Vice President and
Comercial Director
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