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1、合資契約書英文範例Shareholders AgreementThis Shareholders Agreement was made as of June 1st, 2009 between Unite Medical Corporation, a corporation organized and being under the laws of the State of Washington York, having its principal office at 389, 4th Avenue, Seattle, Washington State, U.S.A. (“UMC”) and
2、Nancy Pharmaceutical Company, a corporation organized and being under the laws of R.O.C. have its principal offices at 8F, No. 435, Sec.5 Ming-Shen East Road, Taipei, Taiwan, R.O.C. (“NPC”)Whereas, NPC has been engaged in manufacturing, distributing and selling pharmaceuticals, including those named
3、 New-Naproxen and New-Aspirin in Taiwan and in exporting them to the United States; Whereas, NPC owns the letters patents in the United States, and know-how and other technical information necessary to manufacture New-Naproxen and New-Aspirin;Whereas, UMC has been importing New-Naproxen and New-Aspi
4、rin from NPC, and distributing and selling them through its own channel in the United States;Whereas, UMC and NPC are willing to manufacture New-Naproxen and New-Aspirin in the United States instead of importing them to the United States; andWhereas, for the purpose of increasing the proceeds of New
5、-Naproxen and New-Aspirin in the United States, UMC and NPC intend to incorporate a new corporation in the United States.NOW, THEREFORE the parties hereto hereby agree as follows:Article 1 Definitions1.1 Unless the context otherwise requires, the following terms have the following meanings, respecti
6、vely:(a) “Subsidiary” means a wholly owned company by either party hereto.(b) “Closing Date” means May 1, 2010.(c) “New Corporation” means the corporation set forth in Article 2.2 hereof.(d) “Participation Ration” means set forth in Article 2.3 hereof.(e) “Products” means Naproxen, Aspirin and other
7、 pharmaceutical products to be separately agreed by the parties hereto after the execution hereof.Article 2 New Corporation2.1 IncorporationThe parties hereto hereby agree, within ninety (90) days after this Agreement, to incorporate or cause to be incorporated the New Corporation under the laws of
8、the State of Washington, and to associate in the ownership and operation thereof. Copies of the Articles of Incorporation and By-Lows of the New Corporation are attached hereto as Exhibits-A and Exhibits-B, respectively.2.2 New CorporationThe nature of the business, objects and purposes to be transa
9、cted, promoted and carried on by the New Corporation shall be to manufacture, distribute and sell the Products, and to do all business transactions incidental or conductive thereto.The corporation name of the New Corporation shall be “U&N Corporation”. Unless such name is available, any other name s
10、hall be decided between the parties hereto.The New Corporation shall have its registered office in Tacoma. The New Corporation shall be perpetual.2.3 SharesThe total number of common stock which the New Corporation is authorized to issue is fifty thousand (50,000) shares without par value. The parti
11、es hereto shall initially cause the New Corporation to issue as of the Closing Date ten thousand (10,000) shares of common stock without par value to each party hereto at the price of forty-five United States Dollars (USD45) a share, respectively. Each of the share certificates shall include a state
12、ment that the shares evidenced by the certificate are subject to restrictions on their transfer and to the provisions of this Shareholders Agreement. The Participation Ration for each party hereto shall initially be: UMC 51% NPC 49%As set forth more fully in the Articles of Incorporation, the partie
13、s hereto have the pre-emptive right to subscribe for new shares. If either have hereto should decline to subscribe for new shares, the other party may subscribe therefore, and the Participation Ration for each party hereto shall be recalculated on the numbers of outstanding shares basis.Article 3 Me
14、eting Of Shareholders, Board Of Directors and Directors3.1 Each party hereto has one vote for each share of which it is the holder and may be present at any meeting of shareholders, including an annual meeting and special meetings in person or by proxy. The quorum necessary for holding any meeting o
15、f shareholders of the New Corporation shall be a simple majority of all shares issued and outstanding. Unless otherwise required by the laws of the State of New Jersey, any resolution at a meeting of shareholders of the New Corporation shall be decided by a simple majority of the vote of shareholders then present in person or by proxy. In case of an equality of votes, the chairman of the meeting of shareholders shall not be entitled to a tie breaking vote. The following matters concerning the N
