10.6 Agreement on Technical Assistance between DenexCorp(TM)/LVPS MicroFacility,
Inc and AO "GIRIYEY"
AGREEMENT ON TECHNICAL ASSISTANCE
[Russian translation omitted] The Agreement of technical help
The present Agreement is made between
corporation DenexCorp/LVPS MicroFacility
with its principal office at 7755 Center
Avenue, Huntington Beach, California
(hereinafter referred to as "ADVISER"
and JSC "Giriey" with its principal
office at 218 Sotsialisticheskaya St,
Rostovon-Don, Russia (hereinafter
referred to as "COMPANY') on the
following circumstances:
The adviser is the manufacturer of
modular microfactories for reception of
large volume parenteral solutions
(further "LVPS"), and the Company agrees
to get a microfacility (further
"facility") at the Adviser for the
contract, made by the parties _ of
number _ month 1996 of a year (further
the Agreement about a facility)
The company desires to use of the
Adviser as the adviser, rendering
technical services on a factory, placed
in RostovonDon, and. The Adviser agrees
to give such services on belowmentioned
conditions.
THE PARTIES HEREBY have agreed as
follows:
1. Services, rendered by the Adviser.
The adviser is obliged to render the
following services concerning a put
factory in Rostov-onDon (further
"Place"):
A. To advise the Company and to render
to it assistance in assembly of a
factory on a Place, and also to make
repeated tests of management by
technological process and operational
tests for conformity to the standards of
quality, established in the Agreement
about a factory, with use of personnel
prepared By the Advisor of the Company;
B. To promote the Company in all
repairs, except current, and repairs
leaving for. Frameworks of a guarantee
of the manufacturer on components,
C. To promote the Company in
negotiations with the purpose of
purchase of raw materials, such as
(without restriction) of plastic, pitch,
chemicals of a medical degree of
cleanliness and etc. in the local
market, at an opportunity, and if it is
impossible in other markets under the
cheapest price with maintenance of
conformity of such materials for working
norms of USA Pharmacopea;
D. To provide the Company with the
general exploitationtechnological help,
including the help of the Company in
reception of replaceable parts, and also
recertification and training of the new
personnel; and
E. To provide the constant selective
control and tests of production made by
a factory, forces of the Adviser or
independent laboratory for maintenance
of maintenance of the standards of
quality. In connection with such
constant test of production. The company
should give the Adviser the appropriate
samples, to apply such raw material and
to carry out such firm procedures, which
the Adviser demands grounded.
The adviser is obliged directs two (2)
competent and qualified engineer /
scientist for residing on a Place and
work on a platform all or part of time
on an extent of validity of the present
Contract as required under the
discretion of the Adviser and in
connection with fulfilment of his
obligations under the Contract. The
adviser pays a travel expenses of such
personnel and members of their families
to a Place and back in the beginning and
at the end of their stay on a Place.
2. Services, rendered by the Company.
The company provides the following
freeofcharge means and services to the
Adviser and its personnel:
A. The company provides services and
means to the employees of the Adviser
and members of their families during
their residing on a Place, and these
services and the means should be
grounded acceptable for the Adviser.
Such means and services should include
(but not to be limited by it) adequately
furnished, supported in good condition,
heated and conditioning habitation with
municipal convenience, and automobile
for each employee, registered addressed
to the Company for personal and service
use on an extent of stay of the employee
on a Place.
B. The company should give the employees
of the Adviser suitable working means,
telephone and facsimile services, office
services the necessary equipment and
tools for maintenance of an opportunity
of fulfilment by them of the duties on
an extent of their stay on a Place.
C. In case of the request on the part of
the employees or members of their
families the Company should ensure
medical service of the employees and or
of the members of their families.
D. The company should receive all
necessary visas, admissions and
administrative sanctions for the
personnel of the Adviser and members of
their families, including the entrance
visas, sanction for work and residence
permits for the personnel, entrance
visas and residence permits for the
members of their families, and also exit
visas to the personnel and/or of the
members of their families as required,
that the personnel and or the members of
their families could leave a Place for
any reason, in particular if the
personnel and/or to the members of their
families needs the medical help outside
or in a place or in connection with
holiday.'
In case the Company for any reason keeps
at self the passports of the personnel
and/orof the members of their families,
it should immediately give out them on
an inquiry of the personnel and/or of
the members of their families, desiring
to leave a Place for any reason.
3.The Site. The personnel of the Adviser
should be placed in region of a Place
and should not move in other place
without the preliminary written sanction
of the Adviser.
4. Subordination of the personnel. The
personnel of the Adviser always remains
by the employees of the Adviser under
his supervision and control. The adviser
bears responsibility for payment of a
wages of the personnel, establishes
duration of working days, days off both
holidays, and holiday. The adviser
reserves the right to itself time from
time to replace the personnel and to
charge it with fulfilment of work for
the Adviser, not connected with
services, rendered or Section 1 above).
5. Compensation. The company should pay
to the Adviser in total volume for
services rendered on the present
Agreement:
A. Large of the following sums: (i) 100
000 US dollars in a year on an extent of
validity of the present Agreement; or
(ii) 0, 116 US dollars for each unit of
LVPS made by a factory an each year on
an extent of validity of the present
Agreement; plus
B. Working at present rate of the
Adviser for training of the personnel of
the Company prepared after a sending of
a factory from the United States of
America.
All payments being subject to entering
on the present Section 5, should on an
extent of term of the present Contract
be paid monthly, at a rate of greater of
the following established interest from
monthly manufacture of LVPS in terms of,
or proportional share of annual minimum
payment, corrected quarterly (except
payments for trainings, which are
brought in by advance payment), and 100
000 US dollars or bank guarantee from
bank, authorized by the Adviser, with
payment under the order of the Adviser,
either other by the bank or financial
obligation in the form and under the
contents satisfactory for the Adviser
are guaranteed by the renewed letter of
credit on a sum a minimum. The adviser
and its representatives have the right
to check and to receive copies of the
registration books and records of the
Company, if it is necessary for check of
correctness of a su of compensation,
paid to the Adviser for the present
Agreement.
6. Term and termination of the
Agreement. The validity of the present
Contract is established on period ten
(10) years from the date of arrival of a
factory on a Place, with automatic
prolongation each year after it, if it
will not be terminated by any party with
the notice not later than six (6) months
before cancellation during first ten
(10) years and not later than six (6)
months up to the end of each year term
after the expiration first tenyear (10)
period.
7. Confidentiality.
A. Parties owe, on an extent of term of
the present Agreement, and during five
(5) years after it, to keep as fiduciary
technical information, given any party
or its representatives to other party or
its personnel.
The parties should conclude with each of
their appropriate workers and
representatives, have access to the
technical information, contracts
preservations necessary for maintenance
by such workers and representatives of
confidentiality Of the technical
information. With the purposes of the
present Agreement " the technical
information" means (1) in case of the
technical information of the Adviser,
confidential and license information,
handed to the Company by the Adviser or
its personnel in the written or oral
form, in the attitude towards
tech.processes, tests, characteristics
of production and its components, and
also other information and methods,
necessary applicable for installation,
service, maintenance, repair and
operation of a factory, and (ii) in case
of the technical information of the
Company, confidential and license
information concerning the Company and
its activity, to which the Adviser has
received access during execution of the
obligations under the present Agreement.
B. The restrictions on the present
section do not concern to the technical
information, which:
(i) Was available on date of its
disclosure in open sources;
(ii) was at disposal of the addressee up
to date of its disclosure by the
appropriate party;
(iii) has become wide of date known the
ambassador of disclosure but not owing
to disclosure by its addressee;
(iv) has become known to the addressee
by a lawful way from any third party,
without infringements of any
restrictions on disclosure and use. Such
restrictions nor are distributed to
cases, when the law demands from one and
parties disclosure of the technical
information provided that such party
undertakes all reasonable measures for
protection of confidentiality of
disclosed technical information.
8. Quality control
The company has not the rights to offer
in the market any LVPS with quality,
appearance, safety, volume and
efficiency in any relation appearance,
safety, volume and efficiency LVPS, time
from time established by the Adviser in
the specifications on such production is
worse, than quality,.
B. The company provides the Adviser and
his personnel with samples LVPS on any
or all stages of manufacture, and also
samples of packing, which the Adviser
can time from time request with the
purposes of, specified in SECTION 1 E
above, and also to allow them on a
factory during usual working day for
selection such o6pa3i4OB.
C. In case tests by the Adviser selected
o6pa3qOB shows, that tested LVPS do not
correspond or leave for frameworks of
the specifications for such production.
The company is obliged to accept
immediate measures for reduction of
production in conformity with the
specifications and to withdraw whole
already sold or distributed defective
production.
9. Responsibility for production. The
company hereby is obliged and
guarantees, that it will maintain, to
serve and to repair a factory according
to the instructions, operational by
procedures and technical helps, given
the Adviser and the its personnel. The
company will not ha. of the claims to
the Adviser and its personnel and
accepts all completeness of the
responsibility for any sheer loss or
losses in connection with (i) misuse,
maintenance and repair of a factory and
(ii) by distribution or sale LVPS of
local manufacture, not appropriate or
leaving for frameworks of the
specifications of quality, time from
time, installed by the Adviser. The
maintenance of sufficient insurance of
the responsibility for production is a
duty both parties
10. Independent contractors. The
contractors and Company are the
independent contractors, responsible for
the actions and action of their
appropriate workers and the agents. The
agents and workers of the Company are
not considered as the agents and workers
of the Adviser, and the agents and
workers of one of the parties cannot
accept the responsibility, to incur or
to create the direct or indirect
obligations from a name or concerning
other party.
11. Force Majuere. Force Majuere
circumstances (according to the
appropriate article of International
trade chamber [the edition ICC No.421])
hereby join in the present Contract by a
method of the reference. The parties
recognize and agree that inability of
the Company to convert currency in US
dollars is not force majuere
circumstance.
12.Miscellaneous
A. The adviser has the right to pass the
obligations under the present Agreement
to the third parties, provided that the
Adviser still bears responsibility
before the Company for fulfilment of the
passed obligations.
B. Persons, signing the Agreement on
behalf of the parties, guarantee and
declare, that have all powers and rights
to conclude the present Agreement on
behalf of the appropriate parties, that
such party is the lawfully established
legal person according to the
legislation in frameworks of juridical,
according to which the given legal
person was established, that the
fulfillment of the present Agreement was
by due image authorized by all necessary
for this purpose corporate decisions,
and that present The Agreement has
lawful and certain force for the given
legal person and is subject to
compulsory fulfilment according to its
rules. The present Agreement is certain
for the parties, their assignees and
authorized close confidants.
C. In case of disputes, disagreements or
claims under the present Agreement or in
connection with it, or in connection
with infringement, cancellation or
expiry of the term of its action, the
parties are obliged honesty to discuss
such dispute, disagreement or claim with
the purposes of achievement of the
arrangement, acceptable to both parties.
If the parties do not manage to reach
the mutually acceptable decision during
thirty (30) days after a direction of
one of the parties of the notice from
other party with an exposition of
dispute, disagreement or claim, the
parties transfer dispute, disagreement
or claim to the final and certain
sanction according to a working
arbitration procedure UNCITRAL.
Arbitration instance will be Arbitration
Institute at Stockholm trade chamber.
The decision will be born three (3)
arbitrators. At assignment of the
umpire, the arbitrators nominated by the
parties have not the rights to choose
the person of the same nationality, as
any from the parties, or same
nationality, as any of the arbitrators
nominated as the parties. A place of
arbitration will be Stockholm (Sweden),
and the decision of arbitration will be
considered as the decision of Swedish
court. In arbitration trial English
language will be used The sum of
compensation on court is determined in
US dollars and should be paid free from
the taxes and other deduction. This sum
should include interests from the date
of any infringement of the present
Agreement. The arbitrators should also
establish the appropriate interest rate
from the date of infringement up to date
of payment of compensation in complete
volume. The parties agree, that the
decision of arbitration court will be a
unique and exclusive means of judicial
protection their relations in case of
all and any claims and counterclaims,
with which they address in court.
D. Interpretation and the fulfilment of
the present Contract is adjusted by the
legislation of Nevada state (United
States of America), without the
references to the conflict of rules of
the law.
E. Nonuse or the delay in application by
any party of any rights or means of
judicial protection does not mean a
refusal from such rights or means, and
the unitary or partial application of
any rights or means of judicial
protection does not exclude further or
other application of such rights or
means. All rights and the means under
the present contract are cumulative and
cannot be considered as the excluding
any other rights and means, stipulated
by the law.
F. The present Agreement comprises all
completeness of the arrangements between
the parties concerning the above
bargains and replaces by self all
previous contracts and agreements
between the parties concerning all
questions, stipulated in the present of
the Agreement. The present Agreement
cannot be changed or complemented
otherwise than in written form, with the
signatures both parties.
G. If any section or its part in the
present Agreement is announced void by
any competent court or governmental
body, have on the right, such decision
does not mention staying sections, and
each of them remains in complete force
and validity.
H. The English text of the Agreement
remains determining in all relations,
despite any translations of the present
Agreement for any purposes. All notices
and the other documentation are directed
by the parties each other in English.
The present Agreement is made in two
identical originals each of which is
considered as the final text of the
Agreement between the parties.
J. The subtitles in the present
Agreement are used only for the
references and are not reflected in
interpretation of the present Agreement.
In witness thereof the parties on behalf
of lawfully authorized representatives
have concluded the present Contract in
abovestated a day and year.
218 Sotsialisticheskaya St,
RostovonDon, 344022 Russia
JCS "Giriey"
r.KpaMbdi CYJ1HH OCE X2 1800
settlement account 000467227
correspondent account 600164426
bank identification account 046036626
r. POCTOBHaAoHy
(~HnHaji KE "MocrEaHK"
p\c 1467060 Kop\cq. 700161683
B "K4 r. POCTOB-Ha-goHy
rY I]$ P(D no PocrOBCKOii o6ji.
B14K 046015783
code on OKNH 61124
code on OKPO 24169413
DenexCorp/LVPS MicroFacility
7755 Center Avenue,
Huntington Beach, California, USA