EXHIBIT 4.15
YORK MEDICAL INC.
Joint Venture Shareholders' Agreement
November 11, 1995
Between: York Medical Inc. ("YM"), a company
incorporated under the laws of the Province of Ontario,
Canada, CBQYM INC., a company incorporated under the
laws of the Province of Ontario, Canada ("CBQYM"), and
CIMAB S.A., ("CIMAB") a Cuban company incorporated under
the laws of the Republic of Cuba, representing Centro de
Bioactivos Quimicos of the Universidad Central de Las
Villas ("CBQ").
RECITALS
Whereas:
|X| CIMAB entered into a licensing agreement with YM on behalf of CBQ,
dated May 3, 1995 (the "Licensing Agreement");
|X| CBQYM has been incorporated to serve as a joint venture company,
owned as to 80% of its common equity by YM and as to 20% by CIMAB,
to market the licenced products assigned to it by YM pursuant to the
Licencing Agreement;
|X| Certain of the benefits and obligations of the Licence Agreement
have been assigned to CBQYM by YM; and
|X| The purpose of this agreement is to set out the relationship between
the parties hereto so that they will proceed on a mutually
beneficial basis.
Now therefore, for good and valuable consideration and the sum of one dollar
(Canadian funds) paid by each party to the other, receipt of which is hereby
acknowledged,
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|X| CBQYM shall have an unlimited number of common shares, the initial
issue of which shall be as to 80% to YM and as to 20% to CIMAB.
|X| No issued and outstanding shares in the capital of CBQYM shall be
sold, transferred or otherwise disposed of to any person without the
written consent of each of YM and CIMAB.
|X| The issue of any additional common shares in the capital of CBQYM
shall first be to each of YM and CIMAB in proportion to their
shareholdings, and thereafter to any other person but only with the
consent of both of YM and CIMAB, such consent not to be withheld
unreasonably.
|X| The board of directors of CBQYM shall consist of five directors,
three of whom shall be nominees of YM, two of whom shall be nominees
of CIMAB. The initial directors of CBQYM shall be as set out in
Appendix A hereto. The election of directors shall take place
annually ?? board is required to meet once per year, and otherwise
as often as deemed necessary for the conduct of the business of the
joint venture in accordance with the Articles of Incorporation and
the by-laws of CBQYM. The by-laws of CBQYM shall provide that a
quorum for meetings of the board of directors shall be one of each
of the YM and CIMAB nominees, notice shall be a minimum of 30 days
prior to any meeting and meetings may be called at any time by two
directors.
|X| CBQYM shall use its best efforts to undertake and perform the terms
of the assigned Licence Agreement. In all events CBQYM shall operate
solely through YM in CBQYM's commercialization of products pursuant
to the Licence Agreement, any assignment thereof and regarding any
future licencing agreements.
|X| All material and out-of-the-ordinary-course of business contracts of
CBQYM, including contracts or agreements respecting the borrowing of
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money, the issuance of guarantees, the entering into of
non-arms-length agreements, the lending of money to any persons
related to CBQYM, the payment of dividends and the pledging of
property are required to be approved by four fifths of the board of
directors. Such approval may be evidenced either by a resolution of
the board of directors of CBQYM or a written consent signed by the
required number of directors. Any and all other matters relating to
the business and affairs of CBQYM shall be governed by the Articles
of Incorporation and by-laws or, to the extent not provided in them,
by a majority of the directors of CBQYM evidenced as provided above.
|X| The auditors of CBQYM shall be KPMG Peat Marwick. CBQYM's full and
accurate records of the Net Revenues shall be made available for
inspection by CIMAB.
In witness whereof the parties hereto have executed this Agreement by duly
authorized officers or representatives thereof.
CIMAB S.A. YORK MEDICAL INC.
________________________ _________________________
duly authorized to sign duly authorized to sign
CBQYM INC.
________________________
duly authorized to sign
APPENDIX A
INITIAL DIRECTORS OF CBQYM INC.
Dr. Ervello ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ing. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ B. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (President)
