system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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Exhibit 1 Execution Copy JOINT VENTURE AGREEMENT BETWEEN TATE & LYLE FERMENTATION PRODUCTS LTD. AND IGENE BIOTECHNOLOGY, INC. Table of Contents 1. 2. DEFINITIONS CREATION OF THE JOINT VENTURE AND ITS STRUCTURE Page 1 4 3. 4. PARTIES' CONTRIBUTIONS TO THE JOINT VENTURE AND FINANCING PARTIES' INTERESTS IN THE JOINT VENTURE 4 6 5. 6. [INTENTIONALLY OMITTED] TAX CONSIDERATIONS 6 6 7. 8. PARTIES' WITHDRAWAL FROM THE FIELD OF AGREEMENT FUTURE PRODUCTS AND DEVELOPMENTS 8 8 9. 10. MANAGEMENT AND CONTROL OF THE JOINT VENTURE DAY-TO-DAY MANAGEMENT OF THE JOINT VENTURE 10 12 11. SERVICES TO BE PROVIDED TO THE JOINT VENTURE BY THE PARTIES 12 12. RIGHT OF FIRST REFUSAL; TERMINATION OF THE JOINT VENTURE AFTER THE EFFECTIVE DATE 14 13. LIABILITIES 15 14. WARRANTIES BY THE PARTIES 16 15. CONDITIONS PRECEDENT; TERMINATION OF AGREEMENT 17 16. OPERATIONS UNTIL TRANSFER 18 17. ASSIGNMENT; PLEDGE OF JOINT VENTURE INTEREST 19 18. COSTS, FEES AND TAXES 19 19. NOTICES 19 20. LAW 20 21. MISCELLANEOUS PROVISIONS 20 22. DISPUTE RESOLUTION PROCEDURES; LIQUIDATION 23 23. JOINT VENTURE TO BE BOUND 24 JOINT VENTURE AGREEMENT This Joint Venture Agreement (as amended, restated, supplemented or otherwise modified in accordance herewith, this "Agreement") is entered into as of March 18, 2003 and is by and between Tate & Lyle Fermentation Products Ltd., a corporation organized under the laws of England ("T&L") and a subsidiary of Tate & Lyle PLC, and Igene Biotechnology, Inc., a Maryland corporation ("Igene"; collectively with T&L, the "Parties"). RECITALS A. Igene owns certain technology and expertise related to the manufacture and sale of Astaxanthin and derivative products, and T&L and its subsidiaries and affiliates possess expertise with respect to all aspects of the manufacture and production of numerous products through fermentation. B. In an effort to capitalize on their respective strengths and expertise, Igene and T&L wish to form a joint venture to manufacture and sell Astaxanthin and derivative products worldwide, all in accordance with the principles set out in this Agreement (including each of its relevant constituent entities, the "Joint Venture"). The Parties anticipate that the primary market for the product of the Joint Venture will initially be limited to Chile, parts of Europe, Japan and other parts of Asia. C. Such Joint Venture shall consist initially of two legal entities to be formed as soon after the execution as practicable which together will have sufficient financial, mechanical, technological and land rights, resources and assets, to allow them to operate with limited assistance from the Parties. D. Without derogating from the principles of Recital C, it is also understood and recognized by the Parties that, in order to minimize support and administrative costs associated with the operation of the Joint Venture, certain ongoing services will be provided to the Joint Venture by the Parties over various periods of time in consideration for payments from the Joint Venture as described in the appropriate agreements between the Joint Venture and the Parties. E. The Parties envision the Joint Venture continuing in effect for an indefinite period, subject to termination in accordance with this Agreement. AGREEMENT Now therefore, the Parties agree: 1. DEFINITIONS. In this Agreement, the following words shall have the meanings set forth below: 1.1. "AFFILIATE" means, with respect to any Party, any other entity controlling, controlled by or under common control with, such Party. The term "control" shall mean direct or indirect ownership of at least fifty percent (50%) of the outstanding voting stock of a corporate entity or voting interest in a non-corporate entity and shall also mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity. 1.2. "AVERAGE MARKET PRICE" means the spot price for Astaxanthin as determined by the weighted average market price over the 30 day period prior to purchase as set forth in the books and records of the Joint Venture. 1.3. "BOARD" is defined in Article 9.1. 1.4. "BOARD DISPUTE" is defined in Article 22.1. 1.5. "COMMENCEMENT DATE" is the first business day after the first 30 consecutive days of production following the start-up phase in which 3 fermenters located at the Manufacturing Facility (constructed in accordance with the Construction Agreement) have been continuously operating. 1.6. "CONSTRUCTION AGREEMENT" is defined in Article 3.6. 1.7. "EVENT OF BANKRUPTCY" for any Person means (i) such Person files a petition in bankruptcy or insolvency, (ii) such Person files for reorganization or for the appointment of a receiver or trustee of all or a material
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Extract the exact clause related to "Covenant Not To Sue" from the excerpt above.

assistant: Not found.