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Collaboration Agreement

Document Cited in Related
Vincent
Updated atMarch 2010

This agreement is made at Mumbai on this 15th day of July 1999 between NELCO Limited, a company registered under the Companies Act 1956 and carrying on business at 5 Indra Prastha Marg, New Delhi 110 002, India (hereinafter referred to as the NELCO which term shall include, unless the context otherwise requires, its successors and assigns) of the one part and Nexus Co. Ltd., a company registered under the appropriate laws of Japan and carrying on business at Zukshi Road, Japan (hereinafter referred to as the NAPCO which expression shall, unless its context otherwise requires, include its successors and assigns) of the other part.

WHEREAS NELCO is carrying on business as manufacturer of, dealer in and exporter of electronic goods and has considerable technical knowledge regarding the manufacture of electronic products and information about the marketing possibilities of such products.

AND WHEREAS NAPCO is also carrying on business as manufacturer and exporter of electronic goods and has considerable know-how in this regard and intends to expand its business in collaboration with NELCO.

AND WHEREAS a joint team of NELCO and NAPCO made a detailed study of possibilities of setting-up of a Joint-manufacturing and exporting unit in India availing of the local infrastructure advantages and the expertise of NELCO and NAPCO to the mutual benefits of the parties herein.

AND WHEREAS the parties have agreed to procure formation and incorporation in Mumbai of a company with the main object of manufacturing electronic goods for exports.

AND WHEREAS the parties have agreed to assist each other and the said company to be incorporated by making available to the new company latest plant, machinery and the technical know-how, technical services, technical assistance and arranging for buy-back and exporting the products of the new company.

AND WHEREAS NAPCO has agreed to make a feasibility study and supply to the new company the latest plant, machinery, furnish latest technical know-how, information, assistance and trained personnel in the manufacture of electronic products by the said new company and to render financial assistance by subscribing to the shares of new company that may be issued to the extent of 49% and also in supplying on credit plant, machinery, technical know-how information and assistance which will be liquidated gradually by the new company within 10 years.

AND WHEREAS the parties have agreed that this collaboration will be subject to obtaining all necessary approvals, licences, permissions, authorisations and consent of the concerned authorities and that the said consents, approval or authorisations will be applied for and obtained by both parties jointly and/or severally assisted by the other.

Now this agreement witnesseth and it is hereby agreed by and between the parties hereto as follows:

  1. The new company to be formed shall be a public limited company to be incorporated under the Companies Act 1956 in accordance with the terms of this agreement having its registered office at ……………………………… ……………… under the name and style of “JOINT CO. Ltd.” (hereinafter referred to as the “JOINT CO.”).

  2. The JOINT CO. will have as its...

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