EXHIBIT 10.7
[*] Refers to confidential portions of document omitted pursuant
to a request for confidential treatment under Rule 406 under the
Securities Act of 1933, and filed separately with the Commission.
MANUFACTURING AGREEMENT
THIS MANUFACTURING AGREEMENT (this "Agreement") is effective
as of the 20th day of May 2000 between Igene Biotechnology,
Inc. of 9110 Red Branch Road, Columbia, Maryland 21045-2024
("Igene") and Fermic, S.A. de C.V., Reforma No. 873-
Iztapalapa, 09850 Mexico 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:
"Acquirer of Igene" - a person or entity who purchases
substantially all or all of Igene's assets relating to the
production of AstaXin(R) or more than 50% of the stock of
Igene.
"AstaXin(R)" - as defined in the first recital.
"Auxiliary Equipment" - [ * ].
"[ * ]" - [ * ].
"Equipment" - fermentors and Auxiliary Equipment used to
produce AstaXin(R).
"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 [ * ].
"[ * ]" - [ * ].
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"Operations Manual" - the detailed written operations manual
prepared by Igene describing the process for manufacturing
AstaXin(R), as the same may be modified from time to time by
Igene and communicated to Fermic.
"Patents" - means the patents and patent applications set
out in Exhibit A and any patent or 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 [ * ] are Proprietary Information of Igene.
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 according to the
Operations Manual and such other processes as may be
communicated by Igene to Fermic from time to time, using the
[ * ], the Patented Process and the Know-How provided by Igene.
2.2 Igene hereby grants to Fermic an exclusive right and
license (the "License") during the term of this Agreement
only, to use the Patented Process, the [ * ] and the
Know-How for the purpose of manufacturing AstaXin(R).
Fermic shall retain exclusivity and this license for the
duration of this agreement up to [ * ] cubic meters of
fermentation capacity, as long as Fermic is able to supply
the production quantities required by Igene within a
reasonable time agreed to by both parties and Fermic is not
otherwise in breach of this Agreement. Any additional
fermentation capacity beyond [ * ] cubic meters shall be
negotiated by both parties. 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) or any related or derivative
product other than for or on behalf of Igene, and (b) no
right, express of 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.
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2.3 Fermic shall obtain and maintain all required licenses,
certifications and approvals necessary to authorize and
permit (a) the import of the [ * ] and any Auxiliary
Equipment purchased by Igene into Mexico (b) the manufacture
of AstaXin(R) at the Facility and (c) the delivery and
export of the AstaXin(R) manufactured under this Agreement
from Mexico. 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
[ * ] from the United States to Mexico.
ARTICLE III. PRODUCTION
3.1 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 and supplying raw materials used in the
manufacture of AstaXin(R) (other than the [ * ] and
the [ * ] which shall be supplied by Igene); provided, however,
that Igene reserves the right to provide Fermic, at Igene's
expense, with any raw materials required in the manufacture of
AstaXin(R).
3.2 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).
3.3 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 Fermic's cost to provide
such storage at the Facility.
3.4 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 and operable
condition and that Fermic will retain a trained work force
adequate to manufacture AstaXin(R) under this Agreement in
amounts required by Igene notwithstanding any obligations it
might have to third parties. [ * ]. Fermic does represent
and warrant, however, that it will follow the Operations
Manual and other procedures communicated to Fermic by Igene
from time to time in the manufacture of AstaXin(R).
3.5 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. Fermic agrees to
indemnify and hold Igene harmless from and against any and
all fines, penalties, costs, fees (including attorneys'
fees) and other expenses arising out of or relating to any
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pending or threatened claim, action, lawsuit, administrative
or arbitration or other proceeding relating to environmental
laws, regulations or other environmental matters.
3.6 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. Fermic agrees to arrange
for insurance, to be billed to Igene in accordance with the
previous sentence, covering each shipment of AstaXin(R), in
an amount not less than the full commercial value of the
AstaXin(R), for the full duration of the shipping.
3.7 [ * ].
3.8 Fermic shall be responsive to Igene requests to
overcome equipment deficiencies, make modifications as
necessary, and to perform maintenance in a timely
manner to insure the efficiency of the production
process.
3.9 [ * ].
3.10 [ * ].
ARTICLE IV. MANUFACTURING FEES
4.1 As compensation to Fermic for manufacturing, storing,
and labor involved in packaging and handling the
AstaXin(R), and for all of its other services under this
Agreement, Igene shall pay Fermic a rental fee of $USD[ * ]
per cubic meter of fermentation capacity per month, as may
be reduced in accordance with Section 4.8 below.
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4.2 In addition to cash compensation, Fermic shall be
entitled to receive [ * ] shares of Igene common stock
for each kilogram of astaxanthin (pure basis) in the
AstaXin(R) produced and delivered under this
Agreement, such stock to be issued to Fermic quarterly
beginning September 30, 2000, up to a maximum of 20 million
shares in the aggregate. In the event of a
material breach of this Agreement by Igene which Igene
has not cured within 15 business days following written
notice of such breach, Fermic shall have the option of
purchasing any or all of the unearned 20 million shares
for a price of $.20 per share. If Igene is acquired
by a company (Acquirer) that opts to discontinue this
manufacturing contract, Fermic will also be entitled to
purchase the unearned Igene shares at $.20 per share and
receive payment for these shares from the Acquirer on the
same basis as the other Igene shareholders. On the other
hand, if the Acquirer opts to continue this manufacturing
contract, and if Fermic has exercised its option to
purchase the unearned shares, then Fermic's unearned
shares and the proceeds from the sale of these shares
will be placed in escrow and distributed as earned per
this Manufacturing Agreement.
Fermic represents and warrants that it is an
"accredited investor" within the meaning of Rule 501
promulgated under the United States Securities Act of
1933, as amended, and agrees to execute and deliver to
Igene a Certificate of Accredited Investor evidencing
such status simultaneously with the execution and
delivery of this Agreement.
4.3 Prior to delivery of the [ * ]th kilo of AstaXin(R),
Fermic shall be compensated in accordance with Section
4.1 and 4.2 above. Once Fermic has completed the
manufacture and delivery of [ * ] kilos of astaxanthin
(pure basis), the monthly rental fee for each cubic
meter of fermentation capacity shall be as follows:
(a) US$[ * ] per cubic meter of capacity per month for each
cubic meter of capacity provided in excess of [ * ] cubic
meters but less than or equal to [ * ] cubic meters per month;
(b) US$[ * ] per cubic meter of capacity per month
for each cubic meter of capacity provided in
excess of [ * ] but less than [ * ] cubic meters of
capacity per month; or
(c) US$[ * ] per cubic meter of capacity per
month for each cubic meter of capacity provided
up to [ * ] cubic meters of capacity per month
(minimum capacity provided shall be [ * ] cubic
meters).
(d) Monthly rental fee for each cubic meter of
fermentation capacity in excess of [ * ] cubic
meters will be negotiated by both parties.
4.4 Igene will reimburse Fermic for the actual cost of raw
materials used in the manufacture of AstaXin(R).
Fermic will make every attempt to locate and obtain raw
materials, including [ * ], at the lowest price
possible. Igene reserves the right to purchase its own
raw materials should it choose to do so.
4.5 Payment of the manufacturing 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.
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4.6 There will be no additional payments from Fermic to
Igene for the purchase of the Auxiliary Equipment for
use by Fermic at the Facility which was part of the
Agreement between Igene and Fermic dated 24 June 1997,
unless Fermic breaches this Agreement. Fermic
acknowledges that Igene (i) has lent Fermic funds
totaling $500,000 at an interest rate of 10% per annum
to permit Fermic to purchase certain Equipment (the
"Loan"), and that the loan account balance as of July
1, 2000 is $206,780; and (ii) purchased certain
additional Equipment having an original purchase price
of $267,464 and provided the same to Fermic (the
"Purchased Equipment"). In the event of a breach of
this Agreement by Fermic, Fermic shall (i) pay the
amount then owed Igene pursuant to the Loan in
accordance with the amortization schedule attached to
this Agreement; and (ii) shall either pay Igene for the
Purchased Equipment in an amount equal to the then-
applicable amount shown on the depreciation schedule
attached to this Agreement, or permit Igene to enter
the Facility to reclaim and remove any or all Purchased
Equipment. At the expiration of this Agreement,
provided no breach by Fermic, the Auxiliary Equipment
will be fully owned by Fermic.
4.7 It is understood that Fermic will be responsible for
future capital investments needed to increase the
actual production capacity up to [ * ] cubic meters. Any
investments to increase capacity beyond [ * ] cubic
meters will be negotiated by both parties.
4.8 If at any time during the term of this Agreement
production of AstaXin(R) is stopped or delayed because
of one or more problems with or due to unavailability
of the Equipment or the Facility, or for holidays,
vacations or periods of routine maintenance, or because
Fermic has failed to follow the Operation Manual or
other procedures communicated to Fermic, there will be
a pro rata reduction in the rental fee proportionate to
the duration of the stoppage or delay. Igene may either
credit the reduction against the rental payment due
immediately following restoration of production or
request direct reimbursement. Fermic shall pay Igene
any reimbursement due within thirty (30) days of
request by Igene.
4.9 The monthly rental fee per cubic meter of fermentation
capacity will be adjusted annually starting June 1,
2003 based on the change in the US Consumer Price Index
(CPI) over the previous year. The first adjustment
will be made on June 1, 2003, based on any change in
the CPI from June 1, 2002.
ARTICLE V. CONFIDENTIALITY
5.1 Except as specifically provided by this Agreement, (a)
Fermic shall not acquire any right, title or interest in the
Patents, the [ * ] or the Know-How, (b) Fermic shall
use the Patents, the Know-How and any [ * ] 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.
5.2 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 and not to use or
disclose the same to any third party.
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5.3 Each party will restrict disclosure of and access to
the other's Proprietary Information and the [ * ]
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 or proprietary information, to protect the
other's Proprietary Information disclosed to it and the
[ * ] pursuant to this Agreement.
5.4 The parties agree that these confidentiality
obligations do not apply to the following:
o 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;
o Information which the receiving party can show by dated
records was in its possession prior to the disclosure
thereof to it by the disclosing party; or
o 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.
5.5 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 or the order of any court of competent
jurisdiction, 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.
5.6 The provisions of this Article V shall not relieve the
parties of their obligations under the Confidentiality
Disclosure Agreement dated April 24, 1997.
ARTICLE VI. INFRINGEMENT INDEMNITY; WARRANTY DISCLAIMER
6.1 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.
6.2 EXCEPT FOR THE WARRANTY OF NON-INFRINGEMENT AS TO WHICH
THE INDEMNITY IN SECTION 6.1 IS PROVIDED, [ * ].
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ARTICLE VII: TERM AND TERMINATION
7.1 Unless earlier terminated pursuant to Sections 7.2 or
7.3, this Agreement shall terminate on May 20, 2006.
7.2 If the [ * ] 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 in excess of 30 calendar days, Igene may
terminate this Agreement by providing Fermic with written
notice of such termination, such termination to be effective
30 days after such notice is delivered. Upon such termination,
neither party shall have any further obligation to the other
except payment for amounts due the other obligations existing
as of the date of termination and obligations arising after
the date of termination under those Articles and Sections of
the Agreement that specifically survive its termination or
expiration.
7.3 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:
o 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.
o 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.
7.4 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 [ * ] and [ * ].
Each party shall certify in writing to the other that it has
fully complied with this Section 7.4.
7.5 The following Articles and Sections shall survive
termination or expiration of this Agreement: ARTICLE V
(Confidentiality), ARTICLE VI (Indemnity; Warranty
Disclaimer), Section 7.4 (return or destruction of
Proprietary Information); Section 10.3 (independent
contractor relationship); Section 10.6 (governing law);
Section 10.7 (dispute resolution); and Section 10.9 (mutual
indemnification).
ARTICLE VIII. RISK OF LOSS; INSURANCE
8.1 Fermic shall bear the risk of loss of the AstaXin(R)
while the AstaXin(R) is stored at the Facility and at all
times prior to shipment by Fermic pursuant to Section 3.6
hereof under a contract of insurance meeting the
requirements of Section 3.6 hereof. If the AstaXin(R) is
damaged or destroyed or its value impaired ([ * ])
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while Fermic bears the risk of loss, Fermic shall reimburse
Igene for amounts paid for the fermentation capacity
associated with such damaged, destroyed or impaired AstaXin(R)
and, if Igene has paid for any raw materials used in the
production of such AstaXin(R), Fermic shall reimburse Igene
for the amount so paid for such raw materials. As between
Fermic and Igene, the risk of loss shall pass to Igene upon
shipment of the AstaXin(R) by Fermic in accordance with
Section 3.6.
8.2 Fermic shall maintain in continuous force insurance
against loss or damage of the Equipment ([ * ]), the
Facility, all raw materials (other than the [ * ]),
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 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.
8.3 Igene shall maintain in continuous force insurance
against loss of or damage to the [ * ].
ARTICLE IX. FORCE MAJEURE
9.1 Except as specifically provided in Section 9.2, 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; or explosion.; 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 exercise of
due diligence, the party concerned is unable to overcome.
9.2 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
rental fee and shall be entitled to a refund for any rental
fee already paid for any period in excess of 24 hours that
the Equipment then being used to manufacture AstaXin(R) or
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the Facility is not in operation. Any refund may be, at
Igene's option, in the form of a set-off against future
rental fees.
ARTICLE X. MISCELLANEOUS
10.1 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 9110 Red Branch Road
09850 Mexico D.F., Mexico Columbia, Maryland 21045-2024
Attention: Xx. Xxxxxxxxxx Xxxxxxx Attention: Xxxxxxx X. Xxx, Ph.D.
Telephone: 000-000-000-0000 Telephone: 0-000-000-0000
Facsimile: 000-000-000-0000 Facsimile: 0-000-000-0000
10.2 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.
10.3 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 attorneys' 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.
10.4 Except as expressly stated herein, 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.
10.5 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.
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10.6 This Agreement is written in the English language and
shall be construed accordingly. This Agreement shall be
construed under the laws of the state of Maryland, U.S.A.
without reference to conflict of law principles.
10.7 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 the
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 non-appealable.
10.8 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.
10.9 The parties have agreed to execute this Agreement and
acknowledge that there are no known issues or problems under
the laws of Mexico that might impact the structure, terms or
conditions of the transactions contemplated hereby. In the
event any such issues or problems arise, the parties agree
to use good faith efforts to clarify or resolve all issues
and problems in a manner that preserves to the fullest
extent possible the intent of this Agreement as executed and
avoids frustration of the commercial purposes hereof.
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.
By: /s/ Xxxxxxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxx, Ph.D.
______________________ _________________________
Director President
Date: December 21, 2000 Date: December 18, 2000
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