Unassociated Document


     

    
      	      
              YORK
      MEDICAL INC.

              


              The
      Exchange Tower

              2
      First Canadian Place

              Suite
      3640, P.O.Box 379

              Toronto,
      Ontario

              Canada
      M5X 1J8

              


              Tel:
      (416) 864-3500

              Fax:
      (416) 864-1043

            	
                

            	 


    

     

    
      


      Joint
Venture Shareholders' Agreement

      


      November
14, 1995

      


      Between:
York Medical Inc. ("YM”), a company incorporated under the laws of the Province
of Ontario, Canada, CIMYh4 INC., a company incorporated under the laws of the
Province of Ontario, Canada ("CIMYM;'), and CIMAB S.A., ("CIMAB") a Cuban
company incorporated under the laws of the Republic of Cuba, representing Centro
de Inmunologia Molecular (“CIM”).

      


      RECITALS

      


      Whereas:

      


      
        	
                ·

              	
                CIMAB
      entered into a licencing agreement on behalf of CIM, dated May 3, 1995
      (the “Licencing Agreement");

              


      

      


      
        	
                ·

              	
                CIMYM
      has been incorporated to serve as a joint venture company, owned as to 80%
      of its common equity by YM and as to 20% by CIMAB, to market the licenced
      products assigned to it by YM pursuant to the Licencing
      Agreement;

              


      

      


      
        	
                ·

              	
                Certain
      of the benefits and obligations of the Licence Agreement have been
      assigned to CIMYM by YM; and

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                ·

              	
                The
      purpose of this agreement is to set out the relationship between the
      parties hereto so that they will proceed on a mutually beneficial
      basis.

              


      

      


      Now,
therefore, for good and valuable consideration and the sum of one dollar
(Canadian funds) paid by each party to the other, receipt of which is hereby
acknowledged,

      


      
        	
                ·

              	
                CIMYM
      shall have an unlimited number of common shares, the initial issue of
      which shall be as to 80% to YM and as to 20% to
  CIMAB.

              


      

      


      
        	
                ·

              	
                No
      issued and outstanding shares in the capital of CIMYM shall be sold,
      transferred or otherwise disposed of to any person without the written
      consent of each of YM and CIMAB.

              


      

      


      
        	
                ·

              	
                The
      issue of any additional common shares in the capital of CIMYM shall first
      be to each of YM and CIMAB in proportion to their shareholdings, and
      thereafter to any other person, but only with the consent of both of YM
      and CIMAB, such consent not to be withheld
  unreasonably.

              


      

      


      
        	
                ·

              	
                The
      board of directors of CIMYM shall consist of five directors, three of whom
      shall be nominees of YM, two of whom shall be nominees of CIMAM. The
      initial directors of CIMYM shall be as set out in Appendix A hereto. The
      election of directors shall take place annually. The Board is required to
      meet once per year, and otherwise as deemed necessary for the conduct of
      the business of the joint venture in accordance with the Articles of
      Incorporation and the by-laws of CIMYM. The by-laws of CIMYM shall provide
      that a quorum for meetings of the board of directors shall be one of each
      of the YM and CIMAB nominees, notice shall be a minimum of 30 days prior
      to any meeting and meetings may be called at any time by two
      directors.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                ·

              	
                CIMYM
      shall use its best efforts to undertake and perform the terms of the
      assigned Licence Agreement. In all events CIMYM shall operate solely
      through YM in CIMYM’s commercialization of products pursuant to the
      Licence Agreement, any assignment thereof and regarding any future
      licencing agreements.

              


      

      


      
        	
                ·

              	
                All
      material and out-of-the-ordinary-course of business contracts of CIMYM,
      including contracts or agreements respecting the borrowing of money, the
      issuance of guarantees, the entering into of non-arms-length agreements,
      the lending of money to  any persons related to CIMYM, the
      payment of dividends and the pledging of property are required to be
      approved by four fifths of the board of directors. Such approval may be
      evidenced either by a resolution of the board of directors of CIMYM or a
      written consent signed by the required number of directors. Any and all
      other matters relating to the business and affairs of CIMYM shall be
      governed by the Articles of Incorporation and by-laws or, to the extent
      not provided in them, by a majority of the directors of CIMYM evidenced as
      provided above.

              


      

      


      
        	
                ·

              	
                The
      auditors of CIMYM shall be KPMG Peat Marwick. CIMYM’s full and accurate
      records of the net revenues shall be made available for inspection by
      CIMAB.

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      In
witness whereof, the parties hereto have executed this Agreement by duly
authorized officers or representatives thereof.

      


      
        	
                CIMAB
      S.A.

              	
                YORK
      MEDICAL INC.

              
	 	 
	  	  
	
                duly
      authorized to sign

              	
                duly
      authorized to sign

              


      

      


      


        


      CIMYM
INC.

      


      duly
authorized to sign

      


       

       

      APPENDIX
A

      


      Dra.
Patricia Sierra Blazquez

      


      Lic.
Norkis Arteaga Morales

      


      Ezra
Solomon Lwowski

      


      Hugh B.
Anderson

      


      Diane
Joan Kalina (President)