EXHIBIT 10.1
NEW PRODUCT DEVELOPMENT AGREEMENT
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EXHIBIT 10.1
NEW PRODUCT DEVELOPMENT AGREEMENT
Effective this July 19, 2005
Between:
Neptune Technologies
& Bioressources
Inc., having a principal
place of business at 500 Saint-Martin West, Suite 550, Laval,
Quebec, Canada H7M 3Y2
duly represented
by Mr. Henri
Harland,
President and Chief Executive Officer (hereinafter referred to
as
"NEPTUNE");
And:
Neuro Nutrition,
Inc. having a place of business at 2475
Broadway, Suite 202, Boulder, CO 80304 represented by Mr.
Michael
Schuett, President (hereinafter referred to as "NEURO");
NEPTUNE and NEURO are hereinafter referred
to as "Parties" in plural or singular
usage as required by context.
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WHEREAS NEPTUNE is the sole owner of
Neptune Krill Oil (NKO (TM)) and all rights
related to it (hereinafter referred to as
"NK0(TM)");
WHEREAS
NEPTUNE agrees that NEURO can subcontract to CAPSUGEL,
having a
principal place of business at 535 North Emerald Road,
Greenwood,
SC 29646 strictly upon NEPTUNE preapproval, the encapsulation of
a New dietary
supplement that
includes NKO(TM) as the one and
only ingredient comprising the total of the softgel
manufactured,
500mg 100% pure
NKO(TM) (hereinafter
referred to as "NKO(TM)
softgel") for and only
for the benefit of NEURO (hereinafter
referred to as "Purpose P");
WHEREAS
NEPTUNE agrees that NEURO can subcontract to CAPSUGEL,
having a
principal place of business at 535 North Emerald Road,
Greenwood,
SC 29646, strictly upon NEPTUNE preapproval, the blending and
the
manufacturing of a Now dietary supplement Formulation that will
include NKO(TM) as an ingredient blend with other ingredients in
a softgel containing only 425.25mg of the Formulation
(hereinafter referred to as "Formulation Heart") and according
to
the formulation
provided by Neptune and described in Appendix A1
for and only for the benefit of NEURO (hereinafter referred to
as
"Purpose F1");
WHEREAS
NEPTUNE agrees that NEURO can subcontract to CAPSUGEL,
having a
principal place of business at 535 North Emerald Road,
Greenwood,
SC 29646, strictly upon NEPTUNE preapproval, the blending and
the
manufacturing of a New dietary supplement Formulation that will
include NKO(TM) as an ingredient blend with other ingredients in
a softgel containing
only 500mg of the Formulation (hereinafter
referred to
as "Formulation JOINT") and according to the
formulation provided
by Neptune and
described in Appenix A2 for
and only for the
benefit of NEURO
(hereinafter referred
to as
"Purpose F2");
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"Purpose F1" and/or "Purpose F2" and/or
"Purpose P" are hereinafter referred to
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as "Purpose" as required by context.
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WHEREAS
NEPTUNE agrees that NEURO can distribute NKO(TM) softgel in the
Practitioner Market in USA.
WHEREAS
NEURO agrees
not to distribute bulk NKO(TM) oil in my way,
including but not limited to retail and/or wholesale, without
the
prior approval by NEPTUNE.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purpose. NEURO agrees to use
NKO(TM) as a whole ingredient (only containing
100% pure
NKO(TM) as
provided by NEPTUNE), not to modify or attempt to
modify NKO(TM)
in any way, without
written pre-approval
by NEPTUNE,
and
will not extract
or try to extract any
component from NKO(TM)
or will not
use NKO(TM)
other than as indicated in the Purpose.
2. Purchasing and payments. NEURO will purchase, from NEPTUNE sufficient
amounts of
NKO(TM) in order to perform the Purpose and, will pay NEPTUNE
in
accordanc
