EXHIBIT 10.8
MARKETING AGREEMENT
This MARKETING AGREEMENT ("the Agreement") is
made and entered into on this 8th
day of March, 2001 by and among:
Eugene Science Inc., a corporation
incorporated
under the laws of
Korea, with
its registered office at 8th Fl., LG Palace
Bldg. 165-8
Donggyo-Dong,
Mapo-Gu,
Seoul, Korea ("Eugene Science"), and
Hokuyo Koeki Co., Ltd., a corporation
incorporated under the laws of Japan, with
its principal office at Yebisu Garden
Tower, 29th Fl., Ebisu 4-20-3, Shibuya-ku,
Tokyo 150-6029, Japan ("HK").
WHEREAS:
(A) Eugene
Science develops, manufactures and sells, on an exclusive
basis,
Ucole products,
including
Ucole-S
(the "Product") which is a
cholesterol reducing
substance derived mainly from natural plant
sterol;
(B) HK is
engaged in the
business of
beverage bottling in Japan and has
vast experience,
know-how and information in the beverage industry in
Japan;
(C) In view of
its position in the
beverage industry in
Japan, including
its contacts,
marketing expertise
and organization, HK
wishes to (i)
undertake the
development of cholesterol reducing beverages in Japan
containing the
Product, (ii) find a suitable Japanese beverages
manufacturing company, or brand owner, which is capable of
successfully
marketing and selling such cholesterol reducing beverages in Japan,
and
(iii) be the exclusive
distributor
in Japan of the
Product for the
purpose of making beverages only;
(D) Eugene
Science is willing to support HK's such endeavors;
(E) The
parties now wish to formally record the terms and conditions
which
shall govern their
agreement for the purposes outlined in Recital (C)
above.
NOW, THEREFORE, IT IS AGREED AND DECLARED
AS FOLLOWS:
Clause 1. SCOPE
The parties agree that the terms and
conditions set forth
in this Agreement and
the Mutual Confidentiality Agreement, which was executed on February 19,
2001
between the parties and is incorporated herein as reference, represent the
entire agreement between the parties in connection
with the purposes
described
in Clause 2 below, and shall supersede any and all prior representation,
agreements, statements and understanding
relating thereto between the parties.
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Clause 2. APPOINTMENT
Subject to the terms and conditions of this Agreement, Eugene Science hereby
grants and HK accepts the exclusive
right, during the term of this
Agreement,
to:
(a) undertake
the development of
cholesterol reducing
beverages
containing the Product in Japan;
(b) find a
suitable Japanese beverages manufacturing company, or
brand owner, which is
capable of
successfully marketing
and
selling such cholesterol reducing beverages in Japan, and
(c) be the
exclusive distributor
in Japan of the
Product for the
purpose of making beverages only.
Clause 3. DUTIES OF HK
3.1 HK shall
during the term of this Agreement:
3.1.1 Use
its best endeavors to develop cholesterol reducing
beverages containing
the Product,
find a suitable
Japanese
beverages
manufacturing company,
or brand owner, which is
capable of
successfully marketing
and selling such beverages
in Japan, and promote
the sale of the
Products to
customers
and potential
customers throughout
Japan and solicit
orders
for the Product in Japan. Without prejudice to the
generality
of the foregoing HK shall:
3.1.1.1 make its best
efforts to develop cholesterol reducing
beverages containing
the Product which beverages
should be suitable for the Japanese beverage market;
3.1.1.2 make its best
efforts, together with
its customers,
to have the beverages
developed in
accordance with
Clause 3.1.1.1
designated
as Foods for Specified
Health Use ("FOSHU")
by the Japanese Ministry of
Health & Welfare;
3.1.1.3 maintain close
marketing relationships with customers
so that their relevant
needs and future plans are
ascertained; and
3.1.1.4 not,
during the term of
this Agreement
directly or
indirectly import,
distribute,
sell,
advertise,
market, or promote the
sale or distribution in Japan
of any product that is
competitive with the
Product
in the reasonable opinion of Eugene Science.
3.1.2
Diligently respond to routine service inquiries from customers
either by telephone, fax, email or in the field, including;
3.1.2.1 maintaining
liaison with customers; and
3.1.2.2 assisting
customers in the
implementation of
Eugene
Science's warranty for the Product.
<PAGE>
3.1.3
Promptly draw to the
attention of Eugene
Science any new or
revised legislation, regulation or orders affecting the use or
sale of the Product in Japan when such legislation, etc. comes
to its attention.
3.1.4
Before entering
into any significant contract with its
customers in
connection
with the Product or a beverage
containing the
Product (including all contracts with the
potential contract
price of 5,000,000
Japanese yen or more),
consult with Eugene
Science of the terms
and conditions
of
such contract.
3.1.5
Inform Eugene
Science in
writing of any new or continuing
relationships with its customers, including the details of all
contracts entered into
with its customers in connection with
the Product or a beverage containing the Product every three
months.
3.1.6
Maintain and
coordinate, at its own
cost, such
technically
competent sales,
commercial
and service staff to render
satisfactory service to customers of the Product.
3.2
Recognizing its
obligations
to protect the reputation of Eugene
Science, HK undertakes
that it shall not
undertake any obligations in
respect of the
performance
of the Product in excess of the limits
specified by Eugene Science in respect of the Product
concerned.
Clause 4. SUPPORT OBLIGATIONS OF EUGENE
SCIENCE
During the term of the Agreement, Eugene
Science shall:
4.1 Continue
to develop the Product to meet the requirements of the
Japanese market.
4.2 Supply to
HK with all reasonable
technical data in reproducible form,
if available,
in catalogues,
sales literature,
advertising
material
relating to the Product.
4.3 Make
potential customers
within Japan aware of
the support
available
from HK and
