Professional Documents
Culture Documents
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PARTY A/ INVESTOR:
The company BB BIOTECH AG, registration number CHE-102.169.627, address SCHWERTSTRASSE 6 8200 SCHAFFHAUSEN,
ZURICH, SWITZERLANDduly represented by DR. ERICH HUNZIKER, Manager, and
PARTY 2 / PARTNER:
The PAF GmbH registration number HRB 215349, ADDRESS Ebersstr. 71 10827, Berlin , Germany NO HRB 215349 duly
represented by MR Großmann, Peter Achim Franz both collectively referred to as «the Parties».
Whereas, the Parties desire to form a partnership in accordance with the consideration of the mutual covenants
herein contained, the Parties hereto agree as follows:
1. DEFINITIONS.
Except where otherwise indicated, the following terms shall have the following meanings:
1.1. «The Agreement» or «This Agreement» or «The present Agreement» shall mean this document originally executed and modified,
amended, and/or supplemented from time to time by mutual written agreement.
1.2. «Partnership» shall mean the Partnership formed and governed by this Agreement.
1.3. «Partner» shall mean the Parties or any subsequent transferee of the interest in the Partnership of the PARTIES in accordance with
the provisions of the present Agreement.
1.4. «Partnership Interest» or «Partnership Share» shall mean such part of the income for any Partner for which such Partner has right to
be distributed for hereunder and as well as subject to any other rights which such Partner has in the Partnership.
2. SCOPE AND PURPOSE OF AGREEMENT.
2.1. The subject of the present Agreement is the organization of joint activity and cooperation on the basis of full trust and mutual
partnership in the fields of foreign economic activity, finance and finance instruments, banks and finance companies, industrial and
producing companies with the aim of realization of investment and other programs by way of attracting financial resources into profitable
and mutually beneficial projects.
2.2. The aim of the present Agreement is the receiving of guaranteed profit for securing of realization of investment projects and
programs in Russia, CIS and other European and World countries.
2.3. The Partnership Interest of each respective Partner allocated and distributed pursuant to Paragraph 6 of the present Agreement,
shall be subject to each individual contract in frames of the Present Agreement. The results of these agreements are to be issued in
respective Contracts which are the integral part of the Present Agreement.
2.4. Party‑ A assigns to Party‑ B, each time for an agreed period for each transaction, the financial assets which are specifiedin protocols,
which are appendices to the present agreement.
2.5. These financial assets will be used for issuance of financial documents of “Certificate of active keeping of valuables” format by means
of which financial assets join in the consolidated balance of the International Consortium “Society for children”. On the basis of the
consolidated balance, Certificates for the right of possession, enjoyment and disposal of the consolidated private capital are issued.
Party‑ B organizes the receiving of finances for the purpose of joint investment intothe projects of the program “Society for children”. The
joint activity of the Parties is done on the basis of this Agreement, The Joining Agreement to the International Consortium “Society for
children” and the set form of the Joint Agreement.
4. MANAGMENT OF PARTNERSHIP.
4.1. The general management and control of the activity of the Partnership shall be made only upon the written consent of a Designated
Signatory of each Partner, and neither Partner shall act for or assume any obligation or responsibility on behalf of the Partnership,
whether or not in the ordinary course of the business activity of the Partnership, unless specifically authorized by the Present Agreement
signed by each Partner. Each Partner shall indemnify and hold harmless the Partnership and the other Partner and their respective
employees and agents against any and all claims, damages, losses and liabilities (including attorney's fees and expenses) to which the
Partnership or either Partner may be or become subject to.
4.2. A designated Signatory of each Partner shall sign all relevant orders or documents if such orders or documents are in conformity with
the pending contracts, which they represent or with which they are associated. Refusal of a Partner to sign any order or document
asspecified above shall be considered a breach of the present Agreement.
4.3. Any and all business including interest of both Partners is governed by the terms and conditions of the Present Agreement, unless
such business is specifically exempted by mutual written agreement.
4.4. The Partnership shall effort to each Partner and their respective counsel, accountants and other representatives access to all
properties, books, records and other documents concerning any and all joint business of the Partnership and shall furnish to each Partner
such information concerning any and all joint business of the Partnership and copies of such documents as each of the Partners in this
respective reasonable judgment may request. Neither Partner is entitled to any documents of the other Partner which do not concern the
business of the Partnership.
6.2. Partner Interest (Partner Share) payment to any of the Partners shall be made after repayment credit lines, commission payments,
refunding of banking costs, or interest payments of the Partnership. Each Partner receives his Partnership Share of income in accordance
with the written agreement of the Partners which is made as Appendix of the Present Agreement and which is an integral part of the
Present Agreement.
6.3. In case one of the Partners places his funds to the Mutual Joint Account to make transactions relating to the Partnership's business,
those funds remain the property of that Partner who placed the funds in the Mutual Account.
7. CONFIDENTIALITY.
7.1. At any time that each Partner is a Partner in frame works of the Present Agreement and thereafter, each Partner shall keep strictly
confidential and not disclose to any third party the business of Partnership or the business of the other Partner
oritsPartnersonotherdealsandthedetailsofthedeal,exceptasmaybenecessaryfortheemployeesorAgentsofitand
its Affiliates to carry on the business of the Partnership or in connection with the filings with governmental agencies or courts or
otherwise required under applicable law. To the extent that such information is revealed, each Partner shall use its best efforts to have
the persons receiving such information retain it in confidence.
7.2. Each Partner agrees that one shall not circumvent one another or disclose the identities of the Parties to third parties without the
written consent of the other Partner.
7.3. With regard to any and all kind of business of the Partnership, each Partner agrees that one shall not at any time directly or indirectly
through third parties knowingly furnish any information to customers or procure the commodity from the customers of either Partner.
7.4. In case of direct or indirect circumvention, the circumvented party shall be entitled to legal maximum fees it would have released
from the transaction of the fee amount and reimbursement of legal expenses.
7.5. Each Partner agrees to and accepts the provisions of the International Chamber of Commerce (ICC) non‑ disclosure agreement with
regard to all parties involved in any business of the Partnership with reciprocation for a period of Ten (10) years from the date of
termination of the present Agreement, or such longer period as renewed by mutual written agreement.
8.3. Each Partner has right to withdraw or resign from the Partnership upon the material breach of the terms and conditions of the
present Agreement by the other Partner, thereby dissolving the Partnership.
8.4. After the Present Agreement is terminated all funds remaining in the Agreed Account, after payment of due provision for all
liabilities to creditors of the Partnership, shall be distributed in accordance with the allocation terms provided in Paragraph 6 of the
Present Agreement.
9. FORCE MAJEURE.
9.1. The Partners do hereby accept the international provision of Force Majeure as published by the International Chamber of Commerce
(ICC), Paris, France.
9.2. Should any of the Force Majeure circumstances, including but not limited to natural calamity, fire, government restriction, strikes or
lockouts by workmen, war, military operations of any nature and blockades preventing either Partner from wholly or partially carrying out
their contractual obligations under the present Agreement, in this neither Partner shall be held responsible for breach of the Agreement
caused by Force Majeure.
9.3. In the event of the circumstances subject to this Article 9 continue for more than Three (3) months, either Partner shall have the
right to refuse to fulfill its contractual obligations under the present Agreement without title to indemnification of any losses it may
hereby sustain.
9.4. A Partner unable to carry out its obligations according to the Present Agreement shall immediately notify the other Partner of the
commencement and termination of the circumstances preventing the performance of the present Agreement. A certificate issued by the
respective Chamber of Commerce of either Partner's country shall be acceptable proof of existence or duration of such circumstances
caused by Force Majeure. In case the Party which performance of obligations is interfered by circumstances of force‑ major, will not
inform other Party on approach of such circumstances in10‑ day's term, such Party loses the right to refer to the specified circumstances
asforce‑ major.
10.2. In the event that one or more of the provisions of the present Agreement shall be or become ineffective for whatever reason, this
shall not effect the validity of the remaining provisions. In case of the deficiencies of the Agreement, each
Partneragreestoundertaketocorrectandimprovethedeficientprovisionorprovisionssoastoachievetheaimand
purpose of the Agreement in the best possible manner.
10.3. Each Partner shall accept for itself sole liability for any taxes, duties and charges of whatever nature that may be found applicable
and/or due by it in the performance of their obligations according the Present Agreement. Each Partner shall advise the other in advance
on matters concerning taxation in each of their respective concerns.
10.4. The present Agreement contains the entire agreement between the Parties and there are no oral promisesor representations
affecting it. Any modifications of and additions to the present Agreement shall be agreed by each Partner in writing.
10.5. The Present Agreement is made in Two (2) copies in English having, one (1) copy for each Party.
10.6. Any and all disputes arising in connection with the Present Agreement shall be finally settled under the Rules of Conciliation and
Arbitration of the International Chamber of Commerce (ICC), Paris, France by one or more Arbitrators appointed in accordance with the
said rules, said Arbitration to be held in Stockholm, Sweden.
10.7. On all changes in payment and post essential elements of the Party are obliged to inform immediately each other. The actions
accomplished to old addresses and accounts, accomplished before reception of notices on their change, are set off in the performance of
obligations.
Note:Party‑ A/Sender,reservestherighttochangethebankaccountsonhissolediscretion.Bankdetailsissubjectpossible to change within 72
hours before transfer on the Receiver.
10.8. The Present Agreement comes into force from the date of its signing for duration of Five (5) years. The Present Agreement may be
prolonged for any period of time upon mutual written consent by Parties.
10.9. Appendices and additions to the Present Agreement are considered valid if they are made in written form and signed by the
authorized persons.
10.10. Each of the Parties to the Present Agreement confirms that one has full legal authority to execute the Present Agreement and
that each Party is bound by the terms and conditions as set forth herein.
10.11. Parties have right to transfer one’s in part or to concede completely one’s rights under the Present Agreement to the third party
under condition of acceptance of duties by the last, conditions and obligations under the Present Agreement.
With full legal, and corporate authority to sign this Agreement, (herein a referred to as Investor), company The PAF
GmbH registration number HRB 215349, ADDRESS Ebersstr. 71 10827, Berlin , Germany duly represented by MR
Großmann, Peter Achim Franz both collectively referred to as «the Parties
WHEREAS, are individually known as Investor and Partner and jointly known as Parties; and
WHEREAS, the Parties have concluded this Agreement for participation solely in socially oriented programs
within the framework of the UN General Assembly, dated May 2002, under the "Society for Children"
program All payments under this agreement will be carried out only to create a material and financial base
for ensuring the comprehensive development of children and youth in the agreed Eurasian space From the
calculation. Financial Provision is carried out at the rate of three million euros for the release in the life of one
young man; and
WHEREAS, Investor is holding an account with cash funds to be transferred to Partner designated account VIA IP/IP
CODE SERVER aiming at investments; and
WHEREAS, Partner is ready, willing and able to receive said cash funds into its designated account VIA IP/IP CODE
SERVER and to execute the distribution and transfer of said received funds to designated parties and bank accounts via
SWIFT Message MT103/202, in accordance to the terms and conditions in this Agreement; and
WHEREAS, Partner has further made arrangement with a third party (hereinafter referred to as Facilitator), to facilitate
the execution of the said delivery of cash funds for investments and Partner and Facilitator shall authorize and instruct
their designated Trustee to receive said funds and proceed on the agreed distribution and transfer of cash funds, in
accordance to the terms and conditions in this Agreement;
INVESTOR represents and warrants that it has full corporate responsibility permission to enter into this Agreement. It
hereby declares under penalty of perjury that the funds are good, clean, clear, and free of non‑criminal origin, and are
free and clear of all liens, encumbrances and third-party interest.
By signing this Agreement, Investor represents and warrants that it is giving to Partner and its designated parties, full
details of the operation, bank details, people direct contact details in order that the Partner has full legal authority to
download said cash funds via IP/IP CODE SERVER and distribute and transfer cash funds via SWIFT Message MT103, as
per agreed terms and conditions in this Agreement.
WHEREAS, the Investor presents the legal tender European Union Euro (EURO) available and warrants that they are
good, clean, clear, of non‑ criminal origin, free from any liens and taxes, freely transferable to be transacted.
WHEREAS, the Parties wish to enter into this agreement for the transfer of (EURO) against EUROs (EURO) under the
following terms and conditions:
STATEMENT: Both undersigned Parties, with full corporate responsibility, under penalty of perjury, do hereby confirm
that they are ready, willing and able to transfer good, clean, clear, legally owned and of non‑ criminal origin EURO. This
currency transaction is a transfer VIA IP/IP CODE SERVER process, according to an agreed Bank‑ to‑ Bank procedure,
athe EURO transfer rate on the day of the transaction, as per the following conditions and procedures:
Sending bank transfer via transaction codeGFA-F2S/IPIP/SFTTa corporate resolution shall be issued by account name
holder:
WITHIN FIVE (5) BANKING DAYS UPON RECEIPT AND CLEARING OF THE FUNDS
PAYMENT DURATION:
ON RECEIVING BANK COMMON ACCOUNT
PROCEDURES:
1. Investor and Partner execute, sign and seal this deed of agreement with the distribution of the funds as stated
commissions, which thereby automatically becomes a full commercial re‑ course contract. This service is for bank
customers who require confidentiality and it is not a telegraphic or swift transfer.
Each party to this agreement represent that it has full legal authority to execute this agreement and that each party
agrees to be bound by terms and conditions set forth herein each party agrees that this Agreement may be executed
simultaneously by and between parties which should be deemed as original.
Each party puts this agreement in his nominated bank and notifies the party through authorized representatives.
2. Partner is obligated to provide to investor the necessary details (name of real holder account, phone and/or direct
bank officer details account, beneficiary codes, password, IP code, etc.) for the upload of the funds to the common
account by the Investor's bank officer.
3. Upon the above is completely received, Investor’s bank officer will upload the funds to the common account and on
success will provide to the partner a secure copy of the server slip with the details of the transfer (account, beneficiary,
amount, IP/IP code server, transaction code etc.).
4. Upon the reception of the slip code, Partner download to its common account and send screenshot on the activity of
the fund.
5. After successful delivery of funds through a server transfer, using via IP/IP CODE SERVER, the Investor sends a
screenshot of the delivery to the Partner.
6. Immediately thereafter, the partner shall transfer to the investor the BANK ENDORESED PAYEMNT GAURANTEE?
CORPORATE PAYMENT GUARANTEE «CPG» on the delivery funds and the agreement accepted by the bank of partner
to transfer the share of the investor to its account.
7. The Parties agreed that all payments associated with allocating these investment funds will be carried out through
their authorized companies.
PLEASE NOTE: There is no provider’s bank officer investments at any stages of the download. No phone or screen
verification at all. The only possibility is to verify after the download finished, and the Partner account is credited.
Please make sure that bank of Partner of Partner officer will not be provided by any authorization or contact with
provider's bank officer.
NON SOLICITATION: Partner hereby confirms and declares that Investor, its associates or representatives or anyperson
or persons on its behalf has/have never been solicited by any party, its shareholders or associates or representatives in
any way whatsoever that can be construed as a solicitation for this transaction or for future transactions.
Any delay in or failure of performance by either party of their respective obligations under this agreement shall
constitute a breach hereunder and will give rise to claims for damages if, and to the extent that such delays or failures
in performance are not caused by events or circumstance beyond the control of such party.
The term “Beyond the Control of Such Party” includes Act of War, Rebellion, Fire, and Flood, Earthquake or other
natural disasters. Any other cause not within the control of such party or which is by exercise of reasonable diligence,
the party will be unable to foresee or prevent or remedy.
REPRESENTATIONS AND WARRANTIES.
REPRESENTATIONS.
ORGANIZATION.
It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation with all requisite
power and authority to enter into this Agreement, to perform its obligations hereunder and to conduct the business of
the Program and the Subsidiaries.
ENFORCEABILITY.
This Agreement constitutes the legal, valid and binding obligation of such party enforceable in accordance with its
terms.
NO CONFLICT.
The execution and delivery of this Agreement by it and the consummation of the transactions contemplated hereby by
it do not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by
which it or its properties or assets are bound or any law, rule, regulation, order or decree to which it or its properties or
assets are subject.
PARTNER.
It has been afforded the opportunity to seek and rely upon the advice of its own attorney, accountant or other
professional advisor in connection with the execution of this Agreement. The Parties shall do so in respect of each other
and under this Agreement written conditions.
MISCELLANEOUS.
Notice(s) any modifications, amendments; addendums or follow on contracts will be executed by the two authorized
signatories respectively. When signed and referenced to this Agreement, whether received by mail or facsimile
transmission as all and any facsimile or photocopies certified as true copies of the originals by the Parties hereto shall
be considered as an original, both legally binding and enforceable for the term of this Agreement.
Parties recognize that several of the rights granted under Agreement are unique and, accordingly, the PARTIES shall, in
addition to such other remedies as may be available to them at law or in equity, have the right to enforce their rights
under this Agreement by actions for injunctive relief and specific performance.
SEVERABILITY.
If any provision of this Agreement shall be held or deemed by a final order of a competent authority to be invalid,
inoperative or unenforceable, such circumstance shall not have the effect of rendering any other provision or
provisions herein contained invalid, inoperative or unenforceable, but this Agreement shall be construed as if such
invalid, inoperative or unenforceable provision had never been contained herein so as to give full force and effect to
the remaining such terms and provisions.
COUNTERPARTS.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more such counterparts have been signed by each of the parties
and delivered to each of the Parties.
ARBITRATION.
Every attempt shall be made to resolve disputes arising from unintended or inadvertent violation of this contractual
agreement as far as possible amicably. In the event that adjudication is required, local legal process shall be preceded
with according to the principal of the ICC as above indicated. Where judicial resolution is not thereby achieved, this
matter shall be settled by the ICC itself and the decision of which the Parties shall consider to be final and binding. No
State court of any nation shall have subject matter jurisdiction over matters arising under this Agreement.
SURVIVAL.
The covenants contained in this Agreement which, by their terms, require performance after the expiration or
termination of this Agreement shall be enforceable notwithstanding the expiration or other termination of this
Agreement.
HEADINGS.
Headings are included solely for convenience of reference and
this Agreement, the text shall control.
CURRENCY.
Any exchange of funds between Investor and Partner shall be made in the same currency in which INVESTOR
transferred the investment fund (Article III; Section 3.0.5.; (b)). In addition, all calculations pursuant to this AGREEMENT
and any joint venture agreement shall be based on ICC regulations.
As free expression of my will, I hereby affix below my signature on this document. A facsimile and/or e-mail copy of this
document, and any other related documents, shall be all deemed equally valid as the original of this document.
FOR AND BEHALF OF THE PARTY A / INVESTOR FOR AND BEHALF OF THE PARTY B / PARTNER
BB BIOTECH AG PAF GMBH
1. INCORPORATE U.S. PUBLIC LAW 106- 229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE
ACT’’OR SUCH OTHERAPPLICABLELAW CONFORMINGTO THE UNCITRALMODEL LAW ON ELECTRONIC
SIGNATURES (2001) AND
2. ELECTRONIC COMMERCE AGREEMENT (ECE/ TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED
NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).
3. EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS APPLICABLE.
EITHER PARTY MAY REQUEST HARD COPY OF ANY DOCUMENT THAT HAS BEEN PREVIOUSLY TRANSMITTED BY
ELECTRONIC MEANS PROVIDED HOWEVER, THAT ANY SUCH REQUEST SHALL IN NO MANNER DELAY THE PARTIES
FROM PERFORMING THEIR RESPECTIVE OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS.
BB BIOTECH AG
Parties to this agreement are independent contractors and all contemplated payments and/or disbursements hereunder are
divided interests. Nothing in this agreement construes or creates a partnership or employer/employee relationship between or
among the parties hereto. All taxes, federal, state or other are the independent responsibility of each of the parties hereto.
The above stated codes and any other identification codes shall remain the same and shall not be changed until this transaction
including any renewals, extensions and additions are fully completed and we agree to respect those. The transaction code may
be amended only by agreement between all parties hereto. This transmission via facsimile will be accepted as an original and I
confirm that I have authority to execute this Pay Order.
This irrevocable pay order will come into effect only after full money transfer as of the agreement will happen, and only after the
asset manager, would have already made the transfer related to the first Investment to the designated bank account of the
company nominated in amount of 50% (fifty PERCENT) as sender’s pay back for the IPIP coordinator from the sender side of
face value will be transferred.
This fee Agreement-pay order shall be lodged in our bank and a copy will be forwarded to all beneficiaries. I agree to the above
irrevocable fee protection agreement in its entirety.
This Agreement once executed by both parties will become effective as of the date first written above. Any official notice(s)
exchanged by the parties hereto, shall be sent to the first mentioned address(s) herein or as may be attached by addenda hereto
a facsimile or electronically transferred copy duly signed by both parties shall be deemed original.
I, DR. ERICH HUNZIKER hereby agree that the disbursement of funds to Agents and Intermediaries of Parties referred are as
follows. Required message: All transfer instructions shall state “Funds are clean, cleared and are not of criminal origin and are
payable in cash immediately upon receipt by Beneficiary bank”.
FOR AND BEHALF OF THE PARTY A / INVESTOR FOR AND BEHALF OF THE PARTY B / PARTNER
BB BIOTECH AG PAF GMBH
As free expression of my will, I hereby affix below my signature on this document. A facsimile and/or e-mail copy of this
document, and any other related documents, shall be all deemed equally valid as the original of this document.
Electronic signature is valid and legally – binding as an original if transmitted in secure and certified *.pdf format
***** THE END OF THE AGREEMENT *****