AGREMENT Nº PGL05X- 500M/JRGC&ADV - 231004
TRANSACTION REFERENTIAL CODE: NORTH30102023
Remittance of cash funds
for the Joint-venture
investments
********************
VIA SWIFT MT103 GPI
DIRECT IN GLOBAL WITH
UETR CODE R&E
PARTNER SHIP AGREEMENT ON INVESTMENT
AND
FINANCIAL CO-OPERATION R&E
FOR THE JOINT VENTURE INVESTMENT VIA SWIFT MT103 GPI DIRECT WITH UETR CODE This
Private Joint - Venture Investment Agreement (hereinafter referred to as "Agreement") is made
and effective on this: August 02, 2023.
BETWEEN:
Party-A or Investor (Sender):
COMPANY NAME: BB BIOTECH AG LTD
COMPANY ADDRESS: 20 ELGIN MEWS, LONDON, W11 1PU, UK
REGISTRATION No: 12720741
REPRESENTED BY: MR. EDWARD DUARTE
PASSPORT No: HG150649
DATE OF EXPIRY: 13-May-28
COUNTRY: UNITED KINGDOM
BANK NAME: BARCLAYS BANK UK PLC
BANK ADDRESS: 1 CHURCHILL PLACE, CANARY WHARF, LONDON E14 5HP UK
SWIFT CODE: BARCGB22XXX
IBAN: GB47BUKB20038413543048
ACCOUNT NAME: BB BIOTECH AG LTD
BANK OFFICER NAME:
BANK OFFICER EMAIL:
Hereinafter referred to as the "Party-A" or Investor (Sender)
AND:
Party-B or Partner (Receiver):
COMPANY NAME: JOÃO RICARDO GONDIM COUTINHO SOCIEDADE DE ADVOGADOS
COMPANY ADDRESS: RUA JOAQUIM NABUCO Nº 47, CONJ. 116, BROOKLIN, SÃO PAULO – SP
- CEP: 04702-002
REGISTRATION No: CNPJ 043.361.078/0001-44
REPRESENTED BY: JOÃO RICARDO GONDIM COUTINHO
PASSPORT No: FV344050
DATE OF EXPIRY: MARCH 4, 2028
COUNTRY: BRAZIL
AGREMENT Nº PGL05X- 500M/JRGC&ADV - 231004
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BANK NAME: BANCO BRADESCO
BANK ADDRESS: AGENCY Nº 1464
SWIFT CODE: BBDEBRSPSPO
ACCOUNT NUMBER: 69865-2
ACCOUNT NAME: JOÃO RICARDO GONDIM COUTINHO SOCIEDADE INDIVIDUAL DE
ADVOCACIA
Aba: N/A
Bank Officer’s Name MRS. EDNA SEIXAS CARNEIRO
Hereinafter referred to as the "Party-B" or Developer (Receiver)
WHEREAS, Sender is the Provider of the cash backed funds being in the BARCLAYS
BANK UK PLC which to be transferred to Second Party’s designated via SWIFT MT103
GPI DIRECT IN GLOBAL WITH UETR CODE cash transfer to execute the distribution
and transfer of said received funds to designated parties bank accounts, in accordance to the terms and
conditions in this Agreement.
The Party B (Receiver) understands and confirms that:
1. This type of transfer is not a normal customer cash payment and does
require the receiving bank's SWIFT officer to process the download. This
means that the funds will be loaded in to the Global System directly but will
not automatically arrive in the Receiver’s current account.
2. WHEREAS, Party A (Sender) and Party (Receiver) assume jointly or
separately investing the funds received for investment for above projects, typical
local infra structures which is not described in above as well as for the better life of
the people.
NOW, THEREFORE, it is agreed as follows:
Party A’s Statement:
Sender represents and warrants that he has full corporate responsibility to enter
into this Agreement. He 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.
He is authorized to transfer the funds to the receiver on the basis of this contract.
By signing this Agreement, Sender represents and warrants that he is giving to
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Receiver and its designated parties, full legal authority to receive said funds and
distribute and transfer cash funds, as per agreed terms and conditions in this
Agreement.
DETAILS OF TRANSACTION:
INSTRUMENT: SWIFT MT103 GPI DIRECT WITH UETR CODE - GLOBAL SYSTEM cash
transfer, not automatically
TOTAL FACE VALUE: € 500,000,000.00 (FIVE HUNDRED MILLION EUROS) R&E
FIRST TRANCHE: € 49,900,000.00 (FOURTY NINE MILLION NINE HUNDRED TOUSAND EUROS)
OTHER TRANCHE: THREE TRANCHES THAT ADDED TO $ 150.033.333.
DISTRIBUTION: RECEIVER: 50 % OF FACE VALUE
SENDER: 50 % OF FACE VALUE
PROCEDURES:
1. SENDER AND RECEIVER EXECUTE, SIGN AND SEAL THIS DEED OF AGREEMENT WITH
THE DISTRIBUTION OF THE FUNDS, WHICH THEREBY AUTOMATICALLY BECOMES A FULL
COMMERCIAL RECOURSE CONTRACT.
2. THE RECEIVER PROVIDES THIS AGREEMENT TO HIS BANK AND OBTAINS THE CONSENT.
3. UPON THE ABOVE THE SENDER’S BANK (DEUTSCHE BANK,) WILL TRANSFER THE FUNDS
VIA MT 103 GPI DIRECT WITH UETR CODE – GLOBAL SWIFT GPI SYSTEM - IN FAVOUR OF
RECEIVER AND ON SUCCESS, THE SENDER WILL PROVIDE TO THE RECEIVER THE COPY OF THE
TRANSFER SLIP FIN 103 WITH THE DETAILS OF THE TRANSFER.
4. IN THE PRESENCE OF RECEIPT OF THE PGL FUNDS, THE RECEIVING BANK MUST BE AND
WITHIN 5 BANKING DAYS THE RECEIVING BANK OFFICER IS RESPONSIBLE FOR DISTRIBUTING
THE CASH FUNDS FOR RE-INVESTMENT PURPOSES.
5. THE SENDER, RECEIVED AND RE A DISTRIBUTED / RE- WILL MAKE ALL THE OTHER
TRANCES INVESTED BY THE RECEIVER ACCORDING TO THE PROCEDURE INDICATED.
Receiver hereby confirms and declares that Sender, its associates or representatives
or any person 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,
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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, prevent, or remedy.
REPRESENTATIONS AND WARRANTIES:
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.
Consents and Authority No consents or approvals are required from any
governmental authority or other Person for it to enter into this Agreement. All
action on the part of such party necessary for the authorization, execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby by such party, have been duly taken.
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.
Receiver. 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.
SPECIFIC PERFORMANCE; OTHER RIGHTS:
The Parties recognize that several of the rights granted under this Agreement are
unique and, accordingly, the Parties shall, in addition to such other remedies as
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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.
PRIOR AGREEMENTS; CONSTRUCTION; ENTIRE AGREEMENT:
This Agreement, including the Exhibits and other documents referred to herein
(which form a part hereof), constitutes the entire agreement of the Parties with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings between them as to such subject matter and all such prior
agreements and understandings are merged herein and shall not survive the
execution and delivery hereof. In the event of any conflict between the provisions of
this Agreement and those of any joint ventures agreement, the provisions of the
applicable joint venture agreement shall control.
AMENDMENTS:
This Agreement may not be amended, altered or modified except (i) upon the
unanimous by instrument in writing and signed by each of Sender and Receiver.
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.
APPLICABLE LAW; JURISDICTION:
The Parties hereto hereby irrevocably and unconditionally waive trial by jury in any
legal action or proceeding relating to this Agreement and for any counterclaim
therein.
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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.
CONFIDENTIAL INFORMATION:
Mean any information that constitutes trade secrets of the Parties, in particular
those concerning:
1.1. Content and provisions of this Agreement;
1.2. The investment process implemented by this Agreement;
1.3. Marketing strategy and corporate business development plans, the results of
tests; methods and procedures, technical information and know-how, trade secrets,
business strategies, marketing plans;
1.4. Business contacts, customer databases, inventory of customers and
counterparties and details of agreements concluded with them, as well as
information on employees and associates of the Party;
1.5. Budget, accounting, business reports, reports as required by the law and other
financial reports, as well as other financial matters; and
1.6. Other information and documents marked “confidential”, “restricted,”
“secret” or other with similar content, regardless of the form, in which they have
been implemented to the Party.
1.7. This DOA is a part of NCNDA, neither party are allowed to expose internal
business or confidential information to any 3th party which may hurt the parties.
CONFIDENTIALITY OBLIGATIONS OF RECEIVING PARTY:
1.1. The Party receiving Confidential Information is required for a period of 5
(five) years since the date they obtained Confidential Information to keep them
confidential and to ensure a level of protection Which is at least equivalent to the
one, at which it protects its own Confidential Information, no less than justified given
the circumstances.
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1.2. The Receiving Party shall, in particular:
1.3. Not copy any Confidential Information received from the Disclosing Party,
with the exception of copies which are necessary for employees, parent company and
subsidiaries, in which the Receiving Party has majority holdings of shares. Any copies
made shall be regarded as belonging to the Disclosing Party and marked
“confidential,” “restricted,” “secret” or other similar;
1.4. Not use the Confidential Information disclosed for purposes other than for the
implementation of this Agreement;
1.5. In the case the execution of this Agreement shall cease, immediately return all
documents and information containing Confidential Information, and shall not keep
any copies thereof. Termination of this Agreement does not relieve the Receiving
Party from the obligation to maintain confidentiality of the Confidential
Information entrusted them under this Agreement.
EXCEMPTION FROM THE CONFIDENTIALITY OBLIGATIONS:
Receiving Party shall not be liable for the disclosure of any Confidential Information
which:
1. Have been made public other than through a breach of this Agreement;
2. Are known to the Party from different sources, without the confidentiality
obligation and breach of this Agreement;
3. Were independently developed by Receiving Party without use of or reference
to Disclosing Party’s; and
4. Have been disclosed to the public pursuant to a written agreement of the
Parties.
TITLE OF OWNERSHIP:
All rights to the Confidential Information in relations between the Parties shall stay
with the Disclosing Party, except otherwise agreed by the Parties. All rights to
reports, analyses and publications formulated on the basis of Confidential
Information shall stay with the Party that prepared this reports, analyses and
publications.
NO RIGHTS OF THIRD PARTIES:
This Agreement is made solely and specifically between and for the benefit of the
parties hereto and their respective members, successors and assigns subject to the
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express provisions hereof relating to successors and assigns, and (ii) no other Person
whatsoever shall have any rights, interest, or claims hereunder or be entitled to any
benefits under or on account of this Agreement as a third party beneficiary or
otherwise.
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 if there is any conflict
between headings and the text of this Agreement, the text shall control.
CURRENCY:
Any exchange of funds between Sender and Receiver shall be made in the same
currency in which Sender 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.
“ACCEPTED AND AGREED WITHOUT CHANGE”
(Electronic signature is valid and accepted as hand signature)
1. EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect
of any provisions of this Contract. As applicable, this agreement shall be: Incorporate U.S. Public
Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or such other applicable
law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)
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.
Required message “The remitter is known to us. This is done with full banking responsibility and
we are satisfied as to the source of funds sent to us.”
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(BALANCE OF PAGE INTENTIONALLY LEFT BLANK)
SENDER PASSPORT COPY
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SENDER CERTIFICATE OF INCORPORATION
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RECEIVER PASSPORT COPY
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RECEIVER CIS
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RECEIVER CISERTIFICATE OF INCORPORATION
Page: 14 of 14
Initial:
For and on behalf of the INVESTOR and the PARTNER:
NAME MR. EDWARD DUARTE INVESTOR OR PARTY “A”
PASSPORT No. HG150649
ISSUED COUNTRY CANADA
ISSUED DATE 14-May-19
EXPIRY DATE 13-May-28
NAME JOÃO RICARDO GONDIM COUTINHO PARTNER OR PARTY “B”
SOCIEDADE DE ADVOGADOS /
MR. JOÃO RICARDO GONDIM COUTINHO
PASSPORT No. FV344050
ISSUED COUNTRY BRAZIL
ISSUED DATE 05 MARCH, 2018
EXPIRY DATE
04 MARCH, 2028
Date: 10/04/2023
********** END OF DOCUMENT **********
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Initial:
