ex1010.htm


    Exhibit
10.10

     

    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

     

    
    

     

    
      	BETWEEN: 	Makhteshim Chemical Works
      Ltd	 
	 	 	 
	 	of PO Box 60, Beer
      Sheva 84100	 
	 	 	 
	 	(hereinafter
      referred to as “Makhteshim”)	 
	 	 	 of
      the one part
	 	 	 
	 AND: 	Nir Ecology
Ltd	 
	 	 	 
	 	of 17 Maaleh
      Avshalom, Kiriyat Tivon	 
	 	
               

              (hereinafter
      referred to as “Nir”)

            	 
	 	 	
               of the other
  part

            


    

     

    
      	
              WHEREAS

            	
              the
      parties entered into a contract between them on 17th September 1998 and
      subsequent addenda (hereinafter referred to as “the
      contract”);

            


    

     

    
      	
              AND
      WHEREAS

            	
              on
      26th September 2003 Makhteshim gave notice to Nir that it was bringing the
      contract to an end;

            


    

     

    
      	
              AND
      WHEREAS

            	
              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.

            


    

     

    NOW
THEREFORE IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:

     

    
      	
              1.

            	
              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.*

            


    

     

    
      	
              2.

            	
              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
      rights”). The information shall be transferred, and the rights are hereby
      transferred, to Pimi Marion Holdings Ltd without any consideration from it
      or Nir. Makhteshim warrants that in September 2003 it transferred all the
      documents and information in its possession to Nir. Nir warrants, on the
      basis of Makhteshim’s warranty, that it has received from Makhteshim the
      documents and the information that was in Makhteshim’s possession. The
      aforegoing shall not apply to the patent application that has been made to
      the Registrar of Patents in Israel, which was transferred by Makhteshim at
      its own expense prior to the date hereof into the name of Nir or to a
      licence of the Israeli Plant Protection Authority to use “el
      navat”, which will be transferred into the name of Pimi Marion
      Holdings Ltd within 30 days. Should it transpire that Makhteshim has other
      information or documents that have not been transferred to Nir, they will
      be transferred to Pimi Marion immediately the same becomes
      known.

            


    

     

    
      	
               
      

            	
              The
      aforegoing does not derogate from Makhteshim’s rights by virtue of clause
      13.1 of the contract with regard to applications of the products that do
      not belong to the sphere of the know-how and/or the patent application
      and/or the patent and/or the patents and/or the developments and are not
      in the sphere of the agricultural
applications.

            


    

     

    
      	
              3.

            	
              All
      the provisions of the contract with regard to non-competition and
      confidentiality, which also apply after the relationship, shall continue
      to apply.

            


    

     

    
      	
              4.

            	
              Makhteshim
      undertakes to act at its own expense to register a transfer of the rights
      in the patents and patent applications in connection with the product to
      Pimi Marion Holdings Ltd in the states detailed in appendix “A” hereto.
      For the avoidance of doubt, it is hereby expressed that if the transfer of
      the patents or patent applications from Nir’s name into the name of Pimi
      Marion Holdings Ltd is precluded for reasons independent of Makhteshim and
      not connected with it (including due to proceedings in opposition to the
      patent applications), Makhteshim shall have performed its obligation
      pursuant to this clause by giving Nir or such person as Nir directs all
      the documents necessary for making such transfer as aforesaid and paying
      Nir or such person as Nir directs the official fee necessary for the
      transfer of the rights in the patent or the patent applications in that
      particular state.

            


    

     

    
      	
              5.

            	
              On
      signing this agreement and subject to the performance hereof, neither of
      the parties shall have any claim or complaint against the other and/or its
      shareholders and/or directors in connection with any act or omission
      concerning the contract and/or its termination and/or anything else
      relating to the parties’ relationship, subject as provided in clause 3
      above.

            


    

     

    AS
WITNESS THE HANDS OF THE PARTIES

     

    
      
        
          	(Signed
      and stamped)   	 	 	(Signed
      and stamped)	 
	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  Nir
      Ecology Ltd

                	 	 	
                  Makhteshim
      Chemical Works Ltd

                	 
	
                   

                	 	 	
                   

                	 


        

      

    

                                         

    

      

    

     

      
        	
                *

              	
                Translator’s
      note: the translation has been prepared without reference to the
      contract.