EXHIBIT 10.1
Execution Copy
JOINT VENTURE
AGREEMENT
This JOINT VENTURE AGREEMENT (the “
Agreement ”) is entered into as of June 6, 2008, by and between
Maneesh Pharmaceuticals, Ltd., an Indian company with an address at
23, Kalpataru Court, Dr. C.G. Road, Chembur, Mumbai—400 074,
Maharashtra, India (“ Maneesh ”), and
Synovics Pharmaceuticals, Inc., a Nevada corporation, with an
address of 5360 Northwest 35 th Avenue, Ft. Lauderdale,
Florida 33308 (“ Synovics ”).
Background
A. Synovics,
directly and through its subsidiaries (including Kirk
Pharmaceuticals, LLC, a Florida limited liability company
(“ Kirk ”), and Kirk’s subsidiary ANDAPharm, LLC, and
together with Synovics and Synovics’s other direct and
indirect subsidiaries, each a “ Company ” and together
the “ Companies
”), is a specialty pharmaceutical company
that sources products developed and manufactured in India in the
form of both active pharmaceutical ingredients and finished dosage,
and packages and distributes product to its customers through
Kirk’s facility in Fort Lauderdale, Florida (the
“ Facility
”). Kirk is engaged in the development,
manufacture and distribution of prescription and private label
over-the-counter drugs for major drug store chains and distributors
in the United States. The Facility operates under cGMP (current
good manufacturing practices) guidelines for the manufacturing and
distribution of over-the-counter private label drugs and
prescription drugs.
B. Maneesh is in
the business of developing, manufacturing, marketing and
distributing on a world-wide basis pharmaceutical products of the
type, among others, developed, manufactured and distributed by Kirk
and the other Companies.
C. Synovics wishes
to engage Maneesh to provide the Services described in
Exhibit A hereto, as the same may be amended in writing from time to
time by the parties (the “ Services ”), to the
Companies, and Maneesh has expertise in and is willing to provide
the Services.
D. The
disinterested directors of Synovics have determined that it would
be in the best interests of the Companies to enter into this
Agreement with Maneesh, and have approved this
Agreement.
In consideration of the premises and the mutual
obligations more particularly set forth below, the parties hereby
agree as follows:
Terms and
Conditions
1.
Services
(a) Maneesh hereby
agrees to perform the Services described in Exhibit A hereto, as such may
be amended in writing from time to time by the parties.
2.
Term and Termination . This Agreement shall have an initial term of one year
commencing on the date hereof, which term shall be automatically
renewed for additional one year terms unless either party gives
notice of non-renewal not less than 60 days prior to the expiration
of the then current term. This Agreement may be terminated at any
time (i) by the written agreement of the parties or (ii) by either
party if the other party fails to cure any breach hereof within 30
days after written notice thereof from the other party. Following
such termination, Synovics shall pay Maneesh for all Services
performed and expenses incurred or accrued prior to
termination.
3.
Payment .
(a) In
consideration of Services performed by Maneesh, Synovics shall pay
Maneesh a consulting fee equal to $25,000 per month, commencing
with December 2008. Maneesh shall invoice Synovics within 15 days
after the last day of each month during which Maneesh provides any
such Services. The Company shall pay each invoice within 30 days
after the date thereof. If an invoice is not paid within 90 days
after the date thereof, payments shall be subject to a late fee
calculated at the rate of 3% per annum on the amounts overdue
calculated from the due date until the payment date.
(b) Following the
discussion and agreement by Synovics and Maneesh with respect to a
mutually agreeable expense reimbursement procedure, which
discussion and agreement shall be concluded within 60 days
following the date hereof, Synovics shall reimburse Maneesh for all
reasonable and accountable travel, visa fees, courier, email,
meals, automobile rental and other incidental expenses incurred by
the Maneesh in performing Services under this Agreement. Maneesh
shall submit any expense reports to Synovics within 15 days after
the last day of each month during which Maneesh provides any such
Services, including receipts for all expenses exceeding $25.00.
Commencing upon the adoption of the aforementioned expense
reimbursement procedure, Synovics shall pay such expenses within 30
days after the date of any such report. If an invoice is not paid
within 90 days after the date thereof, payments shall be subject to
a late fee of 3% per annum on the amounts overdue calculated from
the due date until the payment date.
4.
Performance of Services
. Maneesh shall perform the Services at such
times and on such schedules and deadlines as may be agreed in
writing by Maneesh and Synovics or Kirk, as applicable, from time
to time. The Companies will have no right to control or direct the
details, manner or means by which Maneesh performs the Services.
Except as may otherwise be expressly agreed in writing, Maneesh has
no obligation to work any particular hours or days, and Maneesh may
perform the Services by telephone, telefax and/or email, or at the
Company’s request, and subject to Maneesh’s approval
(not to be unreasonably withheld), in person at the offices of
Synovics or Kirk or at the Facility, or at such other location as
shall mutually agreeable
to Maneesh and the
Company.
5.
Warranties of Maneesh . Maneesh warrants that (a) Maneesh is engaged in the
business of developing, manufacturing, marketing and distributing
pharmaceutical products of the type, among others, developed,
manufactured and distributed by the Companies, and (b) Maneesh will
perform the Services in accordance with any applicable statutes,
regulations or ordinances, and any applicable industry
standards.
6.
Assignment and Subcontracting
. This Agreement may not be assigned or
transferred by Maneesh to any other party (other than to any
subsidiary or affiliate of Maneesh), nor may any work be
subcontracted (other than to any subsidiary or affiliate of
Maneesh), without the prior written consent of Synovics.
7.
Maneesh Personnel .
(a) All personnel
supplied or used by Maneesh shall be deemed employees or
subcontractors of Maneesh and will not be considered employees,
agents or subcontractors of Synovics or any of the Companies for
any purpose whatsoever. Maneesh assumes full responsibility for the
actions of all such personnel while performing Services under this
Agreement and for the payment of their compensation (including, if
applicable, withholding of income taxes, and the payment and
withholding of social security and other payroll taxes), workers'
compensation, disability benefits and the like to the extent
applicable to the personnel involved. Notwithstanding and without
in any way limiting any terms and conditions set forth in this
Agreement, all subcontractors of Maneesh shall be deemed to have
made all of the representations and warranties of Maneesh set forth
herein
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