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`Parties
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`Background
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`Purpose
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`The Cooperation
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`HEADS OF AGREEMENT
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`Aker Seafoods Antarctic AS, P.O. Box 86, N-8378 Stamsund,
`Norway, with business register no. 988 354 139 (hereinafter
`referred to as “Aker”).
`
`Fresenius Kabi AB, [address], with business register no. [number]
`(hereinafter referred to as “FK”).
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`Aker and FK are hereinafter jointly referred to as the “Parties”.
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`Aker manufactures and markets krill meal (“Krill Meal”)
`produced onboard Saga Sea, a vessel owned by Aker and
`operated in areas managed by CCAMLR (Commission on
`Conservation of Antarctic Marine Living Resources). Aker is
`planning to extract oil (“Krill Oil”) and protein powder (“Protein
`Powder”) from Krill Meal and wishes to explore various
`commercial potentials of such products. Krill Oil contains
`phospholipids.
`
`in pharmaceutical
`FK manufactures phospholipids for use
`products for parenteral nutrition. FK currently uses egg yolks as
`the raw material for phospholipids. The
`technology and
`production facilities of FK are expected to be suitable to extract
`Krill Oil and Protein Powder from Krill Meal. Furthermore, Krill
`Oil may be suitable as a raw material of phospholipids for use in
`pharmaceutical products for parenteral nutrition. FK wishes to
`explore the possibility to extract phospholipids from Krill Oil.
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`On this background the Parties wish to enter into product
`development cooperation with respect to Krill Oil and Protein
`Powder extracted from Krill Meal.
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`The purpose of these Heads of agreement is to outline the
`structure and terms of the Parties’ cooperation with respect to
`Krill Oil and Protein Powder.
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`Aker and FK shall cooperate in the development, production and
`commercialisation of Krill Oil and Protein Powder by extraction
`from Krill Meal as set out
`in
`this Agreement
`(the
`“Cooperation”):
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`The Parties have identified three areas to explore for the
`Cooperation;
`(i)
`Ethanol-based extraction of Krill Oil and Protein Powder
`from Krill Meal, for commercialisation by Aker (the
`“Krill Meal Extraction”);
`Partnership between Aker and FK and possible third
`parties for developing and commercialisation of Krill Oil
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`(ii)
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`AKER EXHIBIT 2008 PAGE 0001
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`and Protein Powder towards areas of the nutraceuticals/
`dietary supplements /functional food market to be defined
`(the “Partnership for Nutraceuticals”); and
`Production of pharmaceutical products for parenteral
`nutrition based on phospholipids contained in the Krill
`Oil, for commercialisation by FK (the “Phospholipides
`for Pharma Use”).
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`(iii)
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`During an initial term until 31 December 2009 (the “Initial
`Term”) FK shall on an exclusive basis extract Krill Oil and
`Protein Powder from Krill Meal. Aker shal provide the Krill Meal
`for extraction, and, unless otherwise agreed, all Krill Oil and Krill
`Protein which FK extracts from Krill Meal provided by Aker,
`shall be the sole and unrestricted property of Aker, subject to
`contractual payment.
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`After the expiry of the Initial Term, the Parties may negotiate to
`expand the Cooperation with respect to Krill Meal Extraction.
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`The Parties agree that FK`s production capacity is to be increased
`steadily during the Initial Term and that a further increase of
`production capacity is needed if the Cooperation with respect to
`Krill Meal Extraction continues after the expiry of the Initial
`Term.
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`The anticipated required production capacity for Krill Meal
`Extraction will be up to […] tons of Krill Meal during 2006, […]
`tons of Krill Meal during 2007[…] tons of Krill Meal during 2008
`and […] tons of Krill Meal during 2009. If necessary to meet such
`production capacity, FK shall expand its production capacity.
`Aker is to provide FK with reasonable notice allowing FK time to
`plan and implement the capacity expansion.
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`With each order for Krill Meal Extraction, Aker shall provide FK
`with specifications with respect to the extraction of Krill Oil and
`Protein Powder based on the quality of the particular shipment of
`Krill Meal (“the Specifications”).
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`For the Krill Meal Extraction, Aker shall pay FK a price of […]
`per ton of Krill Meal, provided that FK delivers the Krill Oil and
`Protein Powder according to the Specifications.
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`The Parties agree to explore together a partnership with one or
`more
`third parties
`for
`the product development and
`commercialisation of Krill Oil and Protein Powder based products
`towards areas of
`the nutraceuticals/ dietary supplements
`/functional food market to be defined on an exclusive basis.
`
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`Krill Meal Extraction
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`Partnership for
`Nutraceuticals
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`AKER EXHIBIT 2008 PAGE 0002
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`Phospholipids for
`Pharma Use
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`Confidentiality
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`Applicable law /
`Jurisdiction
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`The Parties agree that Aker will supply FK with Krill Oil for
`production of phospholipids for use in pharmaceutical products
`for parenteral nutrition on an exclusive basis.
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`This Agreement and any information exchanged between the
`parties or otherwise provided to one party in relation to the
`Cooperation shall be kept confidential. Neither party will
`announce or contribute to any announcement of this Agreement
`or the Cooperation, or disclose that discussions are taking or have
`taken place between the parties, without the prior written consent
`of the other party. These obligations shall survive the termination
`of this Agreement.
`
`in
`This Agreement shall be governed by and construed
`accordance with Norwegian law. Any dispute arising out of or in
`connection with it shall be settled before the Oslo City Court.
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`For Aker Seafoods Antarctic AS:
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`___________________________
`Name:
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`Title:
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`Date:
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`For Fresenius Kabi AB:
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`___________________________
`Name:
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`Title:
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`Date:
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`AKER EXHIBIT 2008 PAGE 0003
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