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Title: |
Joint Venture Agreement |
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Entities: |
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Date: |
2003 |
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Size: |
Preview shows 14KB of 75KB total |
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Price: |
$42 |
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ID: |
#942847 |
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JOINT VENTURE AGREEMENT
BETWEEN
TATE & LYLE FERMENTATION PRODUCTS LTD.
AND
IGENE BIOTECHNOLOGY, INC.
Table of Contents
1. 2. |
DEFINITIONS CREATION OF THE JOINT VENTURE AND ITS STRUCTURE |
Page 1 4 |
| 3. 4. |
PARTIES' CONTRIBUTIONS TO THE JOINT VENTURE AND FINANCING PARTIES' INTERESTS IN THE JOINT VENTURE |
4 6 |
| 5. 6. |
[INTENTIONALLY OMITTED] TAX CONSIDERATIONS |
6 6 |
| 7. 8. |
PARTIES' WITHDRAWAL FROM THE FIELD OF AGREEMENT FUTURE PRODUCTS AND DEVELOPMENTS |
8 8 |
| 9. 10. |
MANAGEMENT AND CONTROL OF THE JOINT VENTURE DAY-TO-DAY MANAGEMENT OF THE JOINT VENTURE |
10 12 |
| 11. | SERVICES TO BE PROVIDED TO THE JOINT VENTURE BY THE PARTIES | 12 |
| 12. | RIGHT OF FIRST REFUSAL; TERMINATION OF THE JOINT VENTURE AFTER THE EFFECTIVE DATE | 14 |
| 13. | LIABILITIES | 15 |
| 14. | WARRANTIES BY THE PARTIES | 16 |
| 15. | CONDITIONS PRECEDENT; TERMINATION OF AGREEMENT | 17 |
| 16. | OPERATIONS UNTIL TRANSFER | 18 |
| 17. | ASSIGNMENT; PLEDGE OF JOINT VENTURE INTEREST | 19 |
| 18. | COSTS, FEES AND TAXES | 19 |
| 19. | NOTICES | 19 |
| 20. | LAW | 20 |
| 21. | MISCELLANEOUS PROVISIONS | 20 |
| 22. | DISPUTE RESOLUTION PROCEDURES; LIQUIDATION | 23 |
| 23. | JOINT VENTURE TO BE BOUND | 24 |
JOINT VENTURE AGREEMENT
This Joint Venture Agreement (as amended, restated, supplemented or otherwise modified in accordance herewith, this "Agreement") is entered into as of March 18, 2003 and is by and between Tate & Lyle Fermentation Products Ltd., a corporation organized under the laws of England ("T&L") and a subsidiary of Tate & Lyle PLC, and Igene Biotechnology, Inc., a Maryland corporation ("Igene"; collectively with T&L, the "Parties").
RECITALS
| A. | Igene owns certain technology and expertise related to the manufacture and sale of Astaxanthin and derivative products, and T&L and its subsidiaries and affiliates possess expertise with respect to all aspects of the manufacture and production of numerous products through fermentation. |
| B. | In an effort to capitalize on their respective strengths and expertise, Igene and T&L wish to form a joint venture to manufacture and sell Astaxanthin and derivative products worldwide, all in accordance with the principles set out in this Agreement (including each of its relevant constituent entities, the "Joint Venture"). The Parties anticipate that the primary market for the product of the Joint Venture will initially be limited to Chile, parts of Europe, Japan and other parts of Asia. |
| C. | Such Joint Venture shall consist initially of two legal entities to be formed as soon after the execution as practicable which together will have sufficient financial, mechanical, technological and land rights, resources and assets, to allow them to operate with limited assistance from the Parties. |
| D. | Without derogating from the principles of Recital C, it is also understood and recognized by the Parties that, in order to minimize support and administrative costs associated with the operation of the Joint Venture, certain ongoing services will be provided to the Joint Venture by the Parties over various periods of time in consideration for payments from the Joint Venture as described in the appropriate agreements between the Joint Venture and the Parties. |
| E. | The Parties envision the Joint Venture continuing in effect for an indefinite period, subject to termination in accordance with this Agreement. |
AGREEMENT
Now therefore, the Parties agree:
1. DEFINITIONS.
In this Agreement, the following words shall have the meanings set forth below:
1.1. "AFFILIATE" means, with respect to any Party, any other entity controlling, controlled by or under common control with, such Party. The term "control" shall mean direct or indirect ownership of at least fifty percent (50%) of the outstanding voting stock of a corporate entity or voting interest in a non-corporate entity and shall also mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity.
1.2. "AVERAGE MARKET PRICE" means the spot price for Astaxanthin as determined by the weighted average market price over the 30 day period prior to purchase as set forth in the books and records of the Joint Venture.
1.3. "BOARD" is defined in Article 9.1.
1.4. "BOARD DISPUTE" is defined in Article 22.1.
1.5. "COMMENCEMENT DATE" is the first business day after the first 30 consecutive days of production following the start-up phase in which 3 fermenters located at the Manufacturing Facility (constructed in accordance with the Construction Agreement) have been continuously operating.
1.6. "CONSTRUCTION AGREEMENT" is defined in Article 3.6.
1.7. "EVENT OF BANKRUPTCY" for any Person means (i) such Person files a petition in bankruptcy or insolvency, (ii) such Person files for reorganization or for the appointment of a receiver or trustee of all or a material portion of such Party's assets, (iii) such Person makes an assignment for the benefit of creditors, (iv) such Person admits in writing its inability to pay its debts as they fall due, (v) such Person seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of a material portion of its assets, (vi) such Person fails to have any petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or trustee of all or a material portion of such Person's assets dismissed within sixty (60) days after the commencement of any proceeding as a result thereof or (vii) such Person fails to have any levy or attachment on all or a material portion of its assets released or discharged within sixty (60) days of imposition thereof.
1.8. "DISCLOSING PARTY" is defined in Article 21.4.
1.9. "EFFECTIVE DATE" means 12:01 a.m. Eastern Standard Time on March 3, 2003.
1.10. "FACILITIES" means collectively, the Site and the Manufacturing Facility to be located thereon, as well as any other manufacturing facilities constructed, acquired or operated by the Joint Venture from time to time.
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