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REF:
F:/Sadot/PimiMarion/Makhteshim_Nir_Ag/BSR/25.12.08
[TRANSLATED
FROM THE HEBREW]
AGREEMENT
Made in Tel Aviv this 12th day of
July 2004
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BETWEEN:
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Makhteshim
Chemical Works Ltd
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of PO Box 60,
Beer Sheva 84100
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(hereinafter
referred to as “Makhteshim”)
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of the one
part
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AND:
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Nir Ecology
Ltd
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of 17 Maaleh
Avshalom, Kiriyat Tivon
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(hereinafter
referred to as “Nir”)
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of the other
part
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the parties
entered into a contract between them on 17th September 1998 and
subsequent addenda (hereinafter referred to as “the
contract”);
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on 26th
September 2003 Makhteshim gave notice to Nir that it was bringing
the contract to an end;
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the parties
wish to conclude their relationship amicably, allowing for
cooperation in the future, and they wish to avoid any claims or
complaints against each other with regard to the contract and its
termination, subject as provided herein.
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NOW
THEREFORE IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES
AS FOLLOWS:
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The recitals
hereto constitute an integral part hereof. Every term in this
agreement shall be construed in accordance with the definition
given to it in the contract. *
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In accordance
with Nir’s instruction, Makhteshim hereby transfers to Pimi
Marion Holdings Ltd all the rights in the know-how and/or
information in its possession in connection with the product known
as MC-100 (hereinafter referred to as “the product”),
together with the rights in the patents and/or patent applications
and/or licences granted in respect of them to Makhteshim and/or any
other entity, insofar as there are such, together with plans and/or
drawings and/or reports and/or correspondence and/or test results
and/or trial results and/or every other document whatsoever
connected with the product, whether in magnetic media, or in a
document and/or written, free of any charge and/or attachment
and/or third party rights whatsoever (hereinafter referred to as
“the information and the righ
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