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Strategic Marketing Agreement
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STRATEGIC MARKETING AGREEMENT
This Agreement dated January 20, 2003 is between BevSystems International, Inc.
having its principal address at 501 Brickell Key Drive Suite 407 Miami, FL
33131 ("BEVI") and Championlyte Products, Inc having its principal address at
2999 NE 191st Street, Penthouse Two, Aventura, Florida 33180 ("CPLY"),
individually referred to as a "Party" and collectively hereinafter referred to
as the "Parties".
WHEREAS the Parties both have beverage products and are both publicly traded on
the over the counter bulletin board as maintained by NASDAQ and;
WHEREAS the Parties each seek to increase their efficiencies of manufacture of
their respective products as well as their distribution and;
WHEREAS the Parties agree that each possess certain customers, manufacturing and
distribution outlets, relationships and other knowledge that the other currently
does not possess and;
WHEREAS BEVI has certain personnel and consultants at its disposal who can be
committed towards accomplishing these goals and;
WHEREAS CPLY has certain distribution outlets and resources that BEVI does not
possess that can also be utilized towards accomplishing these goals;
THEREFORE, the Parties agree as follows:
SECTION 1
TERM
1.1 This Agreement shall have a term of six months from the date hereof, but
shall be cancelable by either party after 90 days from the date hereof upon
written notice to the address as provided for below in SECTION 7.
143901
| BevSystems International, Inc.;
| Championlyte Holdings Inc.
|
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Strategic Marketing Agreement
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STRATEGIC MARKETING AGREEMENT
This Agreement dated January 20, 2003 is between BevSystems International, Inc
.having its principal address at 501 Brickell Key Drive Suite 407 Miami, FL
33131 ("BEVI") and Championlyte Products, Inc having its principal address at
2999 NE 191st Street, Penthouse Two, Aventura, Florida 33180 ("CPLY"),
individually referred to as a "Party" and collectively hereinafter referred to
as the "Parties".
WHEREAS the Parties both have beverage products and are both publicly traded on
the over the counter bulletin board as maintained by NASDAQ and;
WHEREAS the Parties each seek to increase their efficiencies of manufacture of
their respective products as well as their distribution and;
WHEREAS the Parties agree that each possess certain customers, manufacturing and
distribution outlets, relationships and other knowledge that the other currently
does not possess and;
WHEREAS BEVI has certain personnel and consultants at its disposal who can be
committed towards accomplishing these goals and;
WHEREAS CPLY has certain distribution outlets and resources that BEVI does not
possess that can also be utilized towards accomplishing these goals;
THEREFORE, the Parties agree as follows:
SECTION 1
TERM
1.1 This Agreement shall have a term of six months from the date hereof, but
shall be cancelable by either party after 90 days from the date hereof upon
written notice to the address as provided for below in SECTION 7.
SECTION 2
RESPONSIBILITIES AND ACTIVITIES.
The Parties shall use their best efforts and supply the necessary resources to
effect the following:
2.1 BEVI shall provide a sufficient number of its personnel and/or consultants
to assist CPLY in the manufacture and marketing of its products. BEVI shall also
market CPLY's products to its existing customers. 2.2 CPLY shall agree to market
BEVI products to its existing and pending customers and make available its
personnel and other resources in sufficient number and quantity to carry out the
goals as agreed by the Parties.
144016
| Championlyte Products, Inc.;
| BevSystems International Inc.
|
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Strategic Marketing Agreement
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Strategic Marketing Agreement
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STRATEGIC MARKETING AGREEMENT
THIS STRATEGIC MARKETING AGREEMENT is entered into by and between Best Buy Co., Inc., on behalf of itself and its designated subsidiaries and affiliates, including Best Buy Stores, L.P. and BestBuy.com, Inc., with offices at 7075 Flying Cloud Drive, Eden Prairie, Minnesota 55344, (Best Buy) and NetFlix.com Inc., a Delaware corporation, with offices at 970 University Avenue, Los Gatos, California 95032 (NetFlix).
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS
1.1.
Agreement refers to this Strategic Marketing Agreement, all exhibits, attachments, addenda, and schedules referred to herein, as it or they may be amended from time to time.
1.2.
Best Buy Site means the sites operated and controlled by Best Buy, located on the world wide web portion of the internet and identified by the URLs www.bestbuy.com, www.samgoody.com, www.suncoast.com, www.mediaplay.com, www.oncue.com, and such other internet sites that are hosted on file servers operated by or on behalf of Best Buy or operated under Best Buys trademarks and trade name, whether or not co-branded with the trademarks or trade names of other entities, regardless of whether such sites are accessed directly through a personal computer or through a kiosk or terminal located in a Best Buy retail store, or via devices such as (but not limited to) mobile phones, web devices, portable digital devices, wireless devices, etc. The Best Buy Site shall exclude the Co-branded Site.
1.3.
Best Buys [*] means[*], directly or indirectly, from or regarding (a) Best Buys [*]are not [*]and (b) Best Buys [*]are[*], but only for that [*]which is received from such customers because of [*]which are not related to this Agreement. Best Buys[*] also includes all[*] created or derived from the above, including but not limited to [*]; and any[*].
1.4.
Buy Button means a prominently displayed text, button, icon, or other image that links a consumer to a corresponding movie search result page (or other mutually agreed upon page) within the Best Buy Site.
1.5.
Change of Control means
1.5.1.
The consummation of the sale of all or substantially all of the assets of NetFlix;
1.5.2.
The consummation of a reorganization, merger, or consolidation to which NetFlix is a party, if the stockholders of NetFlix immediately prior thereto (excluding any person participating in the Change of Control transaction) own less than a majority of NetFlix voting power immediately thereafter;
1.5.3.
The acquisition by any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under such Act) of more than a majority of the voting power of those classes of voting stock of NetFlix entitled to vote for the election of directors; or
144543
|
Best Buy
As referenced in this Strategic Marketing Agreement:
Best Buy Co – 15 4 dex1015.htm STRATEGIC MARKETING AGREEMENT
EXHIBIT 10.15
STRATEGIC MARKETING AGREEMENT
THIS STRATEGIC MARKETING AGREEMENT is entered into by and between Best Buy Co ., Inc., on behalf of itself and its designated subsidiaries and affiliates, including Best Buy Stores, L.P. and BestBuy.com, Inc., with
_____________
Best Buy Co – Gatos, CA 95032
Los Gatos, CA 95032
408-399-3737 (fax)
408-399-3737 (fax)
Notices To Best Buy:
With a copy to:
Best Buy Co ., Inc.
Best Buy Co., Inc.
Attn: Scott Young
Attn: General Counsel
7075 Flying Cloud Drive
7075 Flying Cloud Drive
Eden Prairie, MN
_____________
Best Buy Co – Gatos, CA 95032
408-399-3737 (fax)
408-399-3737 (fax)
Notices To Best Buy:
With a copy to:
Best Buy Co., Inc.
Best Buy Co ., Inc.
Attn: Scott Young
Attn: General Counsel
7075 Flying Cloud Drive
7075 Flying Cloud Drive
Eden Prairie, MN 55344
Eden Prairie, MN
_____________
BEST BUY CO – this Agreement[*].
23.12.
[*].
[*] Confidential Treatment Requested
14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Start Date.
BEST BUY CO ., INC.
NETFLIX.COM, INC.
By: /s/ Michael London
By: /s/ J. Mitchell Lowe
Name: Michael London
Name: J. Mitchell Lowe
Title: GVP
_____________
dt 147859
;
| NetFlix Inc.
|
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Strategic Marketing Agreement
Strategic Marketing Agreement (50K)
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STRATEGIC MARKETING AGREEMENT
THIS STRATEGIC MARKETING AGREEMENT is entered into by and between Best Buy Co., Inc., on behalf of itself and its designated subsidiaries and affiliates, including Best Buy Stores, L.P. and BestBuy.com, Inc., with offices at 7075 Flying Cloud Drive, Eden Prairie, Minnesota 55344, (�Best Buy�) and NetFlix.com Inc., a Delaware corporation, with offices at 970 University Avenue, Los Gatos, California 95032 (�NetFlix�).
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the . . .
1641164
| | |
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Strategic Marketing Agreement
Strategic Marketing Agreement (56K)
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--------------------------------------------------------------------------------
STRATEGIC MARKETING AGREEMENT
by and among
Agencourt Bioscience Corporation
(a Delaware corporation)
and
Packard BioScience Company
(a Delaware corporation)
October 11, 2000
--------------------------------------------------------------------------------
{PAGE}
STRATEGIC MARKETING AGREEMENT
This STRATEGIC MARKETING AGREEMENT (this "Agreement") is entered into as
of October 11, 2000 (the "Effective Date"), by and between Agencourt Bioscience
Corporation, a Delaware corporation ("Agencourt"), and Packard BioScience
Company, a Delaware corporation ("Packard" and together with Agencourt, the
"Parties").
WHEREAS, Agencourt has developed certain proprietary products and
technology for high-throughput Nucleic Acid purification;
WHEREAS, Packard is the manufacturer of automated laboratory testing
equipment and certain consumables for the Life Sciences market; and
WHEREAS, Agencourt and Packard desire to enter into a strategic marketing
alliance (the "Marketing Alliance") whereby each Party agrees to promote the
sales of the other Party's products to its customers and clients;
NOW THEREFORE, for and in consideration of the covenants, conditions, and
undertakings hereinafter set forth, and other good and valuable consideration,
the sufficiency and receipt of which is hereby acknowledged, it is agreed by and
between the Parties as follows:
1. DEFINITIONS
1.1 "$"- has the meaning set forth in Section 13.6.
1.2 "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person. For the purposes of this definition, "control," when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms of "affiliated," "controlling" and "controlled" have meanings
correlative to the foregoing.
1.3 "Agencourt" has the meaning set forth in the preamble.
1.4 "Agencourt Customers" means any Third Party to whom Agencourt has sold
or granted the right to use the Agencourt Products.
1.5 "Agencourt Products" means the packaged reagent products as set forth
on Schedule A hereto, and any derivatives, improvements or enhancements directly
related thereto which are created or developed by Agencourt.
1.6 "Agreement" has the meaning set forth in the preamble.
{PAGE}
1.7 "Alternative Equipment" means any equipment that an Agencourt Customer
owns or proposes to purchase that is not produced by Packard.
1.8 "Association" has the meaning set forth in Section 13.18.
1.9 "Breaching Party" has the meaning set forth in Section 7.5.
1.10 "Capital Transaction" means the offer, sale, disposition, grant or
option to purchase of any equity or equity-equivalent Securities of Agencourt,
including the issuance of any debt or other instrument at any time over the life
thereof convertible into or exchangeable for Common Stock, or any other
transaction intended to be exempt or not subject to registration under the
Securities Act.
1.11 "Change of Control" means with respect to any Person (i) the sale of
all or substantially all of the assets of such Person, (ii) a sale of all or
substantially all of the equity securities of such Person to a Third Party,
(iii) the merger or consolidation of such Person with a Third Party, except if
the voting securities of such Person outstanding immediately before the merger
or consolidation would continue to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity) at least a
majority of the combined voting power of the voting securities of such Person or
such surviving entity outstanding immediately after such merger or
consolidation; or (iv) the liquidation or dissolution of such Person.
1.12 "Change of Management" means the voluntary or involuntary removal of
[* * *].
1.13 "Common Stock" has the meaning set forth in Section 5.1.
1.14 "Confidential Information" has the meaning set forth in Section 8.1.
1.15 "Customers" means the Agencourt Customers and the Packard Customers.
1.16 "Delivery Schedule" has the meaning set forth in Section 3.1.
1.17 "Demonstration Equipment" has the meaning set forth in Section 3.3.
1.18 [* * *].
1.19 "DNA" means deoxyribonucleic acid.
1.20 "Dollars" has the meaning set forth in Section 13.6.
1.21 "Effective Date" has the meaning set forth in the preamble.
146687
|
 Day Berry
As referenced in this Strategic Marketing Agreement:
Day, Berry – Company
800 Research Parkway
Meriden, CT 06450
Attention: General Counsel
Facsimile: 203-235-6089
and:
Day, Berry & Howard LLP
CityPlace I
Hartford, CT 06103
Attention: Richard D. Harris, Esq.
Facsimile: (860)
dt 35504
;
Paul Hastings
As referenced in this Strategic Marketing Agreement:
Paul, Hastings – 01915
Attention: Chief Executive Officer
Facsimile: (978) 867-2601
17
{PAGE}
With a copy to:
Paul, Hastings , Janofsky & Walker LLP
399 Park Avenue
Thirty - First Floor
New York, NY 10022-4697
dt 32866
;
| Agencourt Bioscience Corporation;
Packard Bioscience Co
|