COOPERATION AND MARKETING AGREEMENT between Karl Beese (GmbH & Co.), Barsbüttel (henceforth “Beese”) and Sangui GmbH, Witten (henceforth “Sangui”) Preamble
Exhibit
99.1
between
▇▇▇▇ ▇▇▇▇▇ (GmbH & Co.), Barsbüttel (henceforth “▇▇▇▇▇”)
and
Sangui GmbH, ▇▇▇▇▇▇ (henceforth “Sangui”)
Preamble
Sangui
has developed a chitosan based wound pad (Chitoskin). ▇▇▇▇▇ has already
established processes to sterilize and package such wound pads on behalf of
Sangui. ▇▇▇▇▇ is interested in marketing the Chitoskin product. The parties
agree that these wound pads have unique properties which significantly
differentiate them from other existing wound pads. Related patents have been
applied for on an international level.
The
parties aim at a long term cooperation in order to market and distribute
Chitoskin to the best benefit of either party. Parties agree that a test phase
of several months will be necessary in order to arrive at a better understanding
of the market perception of such products. The results of this launch phase
may
eventually necessitate modifications to this agreement and that they will
jointly agree, sign and execute such modifications. In case of a successful
market launch the present agreement shall be deemed fixed for the duration
as
below.
This
having said, the parties agree on the following items:
1. ▇▇▇▇▇
is
granted the exclusive distribution rights for Europe.
2. ▇▇▇▇▇
will do its best in marketing the product.
3. The
duration of the agreement is five years from the date of signing.
4. ▇▇▇▇▇
may
use regional subcontractors, but only one subcontractor per region. The choice
of subcontractors will be made in mutual understanding between Sangui and ▇▇▇▇▇.
It is being agreed that the company Biologiq of Appeldoorn, The Netherlands,
will be offered the status of subcontractor for the Benelux
countries.
5. Subcontractors
will be treated like ▇▇▇▇▇ itself as far as terms of delivery are concerned.
Any
cooperation will adopt the “open books” principle.
6. ▇▇▇▇▇
will make sure that Sangui is adequately presented as inventor of the wound
pads.
7. Sangui
will provide Chitoskin wound pads exclusively to ▇▇▇▇▇.
8. Sangui
will support the ▇▇▇▇▇ marketing intellectually.
9. [§
9 stipulates details about product sizes, qualities and prices. These details
are trade secrets.]
10. Sangui
will refer all potential customers to ▇▇▇▇▇.
11. As
far as
customers or potential customers outside Europe are concerned,
subcontractorships will be agreed upon on an individual basis.
12. For
deliveries on orders of new product batches there will be a delay of
approximately two months.
13. Orders
placed by ▇▇▇▇▇ will be binding. Payments will be due on receipt of products
and
receipt of a legally valid declaration of conformity for the respective
delivery. ▇▇▇▇▇ will support Sangui with regard to prefinancing of manufacturing
if needed.
14. ▇▇▇▇▇
and
Sangui will support each other in all due respects, in particular regarding
further development and optimisation.
15. This
agreement covers civilian customers; if either party will prepare business
relationships with military purchasers, terms and particularities regarding
specification and pricing will be negotiated separately.
16. Sangui
will provide ▇▇▇▇▇ with personal support and the presentation of duplicates
all
documents needed to enable ▇▇▇▇▇ to obtain complete authorization for
Chitoskin.
April
14,
2005
/s/
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ /s/
▇▇▇▇ ▇▇▇▇▇
____________________ ____________________
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, Managing
Director ▇▇▇▇
▇▇▇▇▇
Sangui
GmbH ▇▇▇▇
▇▇▇▇▇ GmbH & Co.