Argentina.

Box File. Agreements on File.

23 March 1964.

This was an agreement precluding the manufacture of adhesives which were within the BAL range of products.

2 April 1964.

An agreement between Evode Ltd. and Chemotecnica-Sintyal.

A start date of 1 January 1965 was agreed as the latest date that commercial manufacture and sale of the products would commence. The territory would be confined to Argentina, although Evode reserved the right to sell to parties outside the territory even though those products may be used within the territory.

Adhesives and cements are mentioned in the preamble. A net royalty of 5% on invoiced sales was agreed with a minimum royalty payable as follows:-

After the first 12 months of operation ............................... £500.
After the second 12 months of operation .......................... £750.
After the third 12 months of operation ............................. £1,000.
After the fourth 12 months of operation ........................... £1,250.
After the fifth 12 months of operation and subsequently ... £1,500.

The agreement was made for 14 years from the date of commencement of the commercial operation with potential to extend for a further 15 years.

26 June 1964

An internal memo advising of the change of address for Chemotecnica-Sintyal, to that stated below.

25 October 1965.

A letter expressing appreciation to Evode Ltd. for delaying the initiation date of the agreement originally set at 1 January 1965.

The letter does not expand on the reasons for the delay but one can speculate that the lack of expertise, trained chemists, difficulty in sourcing and testing raw materials and the cost of these raw materials the majority of which came from USA or other overseas countries.

12 November 1973.

This was an agreement between Evode Ltd. and Societa Per Investimenti E Technologia SA, based in Chiasso, Switzerland.

It allowed for Chemotecnica-Sintyal to continue to manufacture and sell the licensed products in Argentina but royalties payable on these sales would be made by the above Swiss company.

The royalties to be paid were also varied.

Those products manufactured and sold prior to 1 January 1974, but excluding products for which Chemotecnica-Sintyal received technical data after 1 April 1973, a royalty payment of 2.5% on invoiced sales would be levied.

Other products, not subject to the above agreement, would carry a royalty of 5% on invoiced sales. This royalty would be reduced to 2.5% after the fourth anniversary of such products being offered by Chemotecnica-Sintyal.

12 November 1973.

A letter from Dr. Simon to Chemotecnica-Sintyal pointing out that the original agreement terminates on 31 December 1973. However HS suggests that there is no objection to Chemotecnica-Sintyal continuing to manufacture and use Evode Ltd. trade marks. A covering memo to Dr. B. S. Jackson points out that this is a cover for the transfer of the royalty payments to the Swiss company should the Argentinian authorities become suspicious.

20 June 1978.

A letter from Mr. Eric Jones to Chemotecnica-Sintyal confirming that they could continue to use Evode Ltd. trade marks until 30 December 1980, which is somewhat confusing when the contents of the letter recorded below are taken into account.

20 June 1978.

A letter from Mr. Eric Jones to Chemotecnica-Sintyal concerning outstanding royalty payments and arrangements for these to be paid covering the years 1977 and 1978.

Also it recorded that, following the receipt of these payments, the agreements between Evode Ltd., Chemotecnica-Sintyal and Societa Per Investimenti E Technologia SA would terminate.

10 July 1978.

A letter from Michel Tcherniak to Dr. Simon agreeing to the terms of Mr. Jones` letter dated 20 June 1978. This letter mentions a meeting between himself and Dr. Simon presumably when the termination agreement was reached.

File No.D5189/4/3/1. Lodged at Stafford Records Office.

Correspondence 1964-1966.

All of the correspondence which passed between Evode Ltd. and Chemotecnica-Sintyal SA was originated by Mr. Michel Tcherniak, the managing director.

18 June 1964.

A letter advising that a change of address had taken place. It was now:-
Chemotecnica-Sintyal SA.
Casilla de Correo Central 2493,
Buenos Aires,
Argentina.

There is very little correspondence in this file. What is there mainly covers problems of competition, costs of raw material and the problems of a novice company becoming involved in a sophisticated technology.

1. Introduction.

1.2. The negotiations to reach an agreement were very protracted. By the time that the first correspondence is on file in mid 1963 talks between the companies had been going on for some time.

1.3. It was obvious that Evode Ltd. was very wary about entering into an agreement with an Argentinian company and asked for references.

1.4. One reference which Chemotectica Sintyal had given was a company called Asunger S.A. with which they had an association. The personnel at Evode were not impressed by Asunger.

1.5. During the course of the negotiations it appears that a peculiar tax system existed between these two countries which affected the royalties payable to Evode Ltd.

1.6. By February 1967 production of the products had still not begun and sales were anticipated to commence in March 1967 (much later than expected) hence affecting the royalties paid to Evode Ltd.

1.7. The economic situation in Argentina was obviously becoming extremely difficult so that it was increasingly problematic to pay royalties. In order to get around situation, with the agreement of Chemotectica Sintyal, an agreement was reached between Evode Ltd. and a Swiss company, Societa Per Investimenti E Tecnologica S.A., Via Motta 8, Chiasso, Switzerland.

1.8. Sources.

1.9. The information on the association between Evode Ltd. and Chemotecnica Sintyal is contained in four files.

2. Evode Ltd. had entered into the first contract with Chemotecnica Sintyal to manufacture its products under license on 2 April 1964.

2.2. D5189/4/3/1 is deposited in the Stafford Records Office and contains correspondence for the for the years 1964 and 1966. It is incomplete.

2.3. File No.3 contains originals or copies of the agreements entered into by Evode Ltd. and Chemotectica Sintyal. It would appear that this file is complete. At the time of writing it is deposited on Stafford Site.

2.4. File No.4 contains correspondence between August 1963 and May 1968. It is incomplete. At the time of writing it is deposited on Stafford Site.

2.5. File No.5 Contains correspondence between July 1970 and August 1978. It is incomplete. At the time of writing it is deposited on Stafford Site.

3. Agreements.

3.1.1. A copy of the agreement dated 2 April 1964 signed by John Foreman and Jack Linnell for Evode Ltd. and by Dr. Robero Gold and Miguel Tcherniak for Chemotechnica Sintyal is on file. The current address given for this company is Rodriguez Pena 360, Buenos Aires, Argentina.
This agreement bestows on Chemoticnica Sintyal the position of licensee to Evode Ltd. giving this company the rights to manufacture and sell the company`s products within Argentina.

3.1.2. Bearing in mind the problems which new licensees encountered when setting up a business within their territory the license reads that sales shall begin “….by either the date of commencement of manufacture…..or by 1 January 1965 whichever is the sooner…”.

3.1.3. The net royalty payable to Evode Ltd. after the deduction of all taxes required by the Government of Argentina shall be 5% on invoiced sales.

3.1.4. Should in the period of any given 12 months the royalty due fall short of those quoted in the paragraph below Chemotecnica Sintyal must make up the said royalties due within 42 days of the end of the period.

3.1.5. Royalties due to Evode Ltd. were set out as follows:-

For the first 12 months £500.00
For the second 12 months £750.00
For the third 12 months £1,000.00
For the fourth 12 months £1,250.00
For the fifth and subsequent 12 months £1,500.00

3.1.6. It was assumed that the agreement would be ongoing as there was provision for extention after 14 years for a further 15 years.

3.1.7. he usual clause binding the members of Chemotecnica Sintyal who were privy to the formulae and processes to secrecy is included.

3.1.8. The agreement is a usual one concluded by Evode Ltd. with licensees at this time.

3.1.9. The formal bound agreement dated 1964 was presumably drawn up by Allen & Overy and is on file but is not signed by any of the officers of either company.

3.2. The supplemental agreement.

3.2.1 There is a signed supplemental agreement dated 23 March 1964 which excludes Chemotecnica Sintyal for using formulae and processes “ for the fixing of glazes tiles and mosaics to walls and floors or the slabbing of tiled fireplaces and to sell the said adhesives”.

3.3. The agreement with the Swiss company.

3.3.1 There are two copies of the agreement dated 12 November 1973 on file. Both have the provisions for the signatures of the directors of both companies included but remain unsigned.

3.3.2. The agreement was obviously a long time in preparation as there are drafts dated 10 July 1973 and 8 August 1973.

3.3.3. This agreement is concluded between Evode Ltd, and Societa Per Investimenti E Tecnologia S.A. of Via Motta 18, Chiasso, Switzerland, hereafter called the Swiss Company.

3.3.4. The agreement alludes to that dated 2 April 1964 signed between Evode Ltd. and Chemotecnica Sintyal. The reason why this new agreement was drawn up was that, whilst Chemotecnica Sintyal continued to manufacture the products under license from Evode Ltd., royalty payments due to Evode would be made payable, after 31 December 1973, by the Swiss Company.

3.3.5. By this agreement Chemotecnica Sintyal were discharged from paying royalties to Evode Ltd.

3.3.6. The Swiss Company was obliged to obtain the necessary data from Chemotecnica Sintyal in order to pay the royalties to Evode Ltd.

3.3.7. The royalties payable to Evode on products made before 1 January 1974 but not including data on products disclosed to Chemotecnica Sintyal after 1 April 1973 would carry a royalty of 2 and one half percent on the value of sales invoices.

3.3.8. All other products would be subject to a royalty payment of 5% on the value of sales invoices.

3.3.9. With regard to the above the royalty value would be decreased to 2 and one half percent of invoiced sales from the fourth anniversary of the date on which the license commenced or will have commenced when the products were manufactured or sold.

3.4. The above are the only agreements between the two companies which are on file.

4. Correspondence between 6 August 1963 and 23 May 1968.

4.1 This section is a mixture of correspondence from the two files - D5189/4/3/1 and File No.4.

4.1.1. 6 August 1963.
By this letter from HS to Mr. L. Tcherniak it was obvious that it was part of the negotiations to reach an agreement to appoint Chemitecnica Sintyal as a licensee for Argentina.
In it HS proposes to halve the royalties due to Evode Ltd. to those stated in 3.1.5., double the figure having previously been suggested. These figures would only apply to sales made in Argentina. Should other countries be involved another agreement would have to be negotiated.

4.1.2. 13 September 1963.
This letter from LT to HS refers to letters dated 19 August and 5 September 1963 which are not on file.
HS had obviously asked for references and LT enclosed a copy of a reference from ASUNGER S.A. which was apparently a subsidiary of CERVECERIA y MALTERIA de CUYO S.A. and COCCHIS y HERNANDEZ S.A.
Some personal background on the company was included.
LT was keen to become a licensee of Evode Ltd. and agreed with the suggestion that they start slowly and the minimum royalty would be paid in the first year.

4.1.3. 17 September 1963. There is a letter of the above date from Empiria Products Ltd., 140 Park Lane, London W1, written by A. R. Richards, who was a director of this company to JJEF. An approach had obviously been made by Evode Ltd. to this company during the negotiations with Chemotectica Sintyal. This letter is not on file and the reply does not make clear what was required.

4.1.4. There was so much correspondence going backwards and forwards between the companies at this time that it was inevitable that some was mislaid. This piece of correspondence deals with letters which went awry and those which were not answered.
LT suggested that Migeul Tcherniak would visit Evode Ltd. as soon as it was convenient.

4.1.5. 3 October 1963.
This letter from Chemotechnica Sintyal points out that all royalties which they must pay are subject to 38% tax but they were prepared to pay this.
It is also obvious that they have an interest in manufacturing Evomastics and ask for the details of new raw materials as soon as possible.

4.1.6. 10 October 1963.
A situation described in 4.1.4. arose and was corrected.
A request was made that 6x5kg samples (of what is not is not stated) to be sent to ASUNGER S. A. It was also reported that ABADIE-VAZQUES-OTANO S.A.C.I.F. were acting as distributors of Secomastic made by Secomastic S.R. Ltda. In Buenos Aires under license.

4.1.7. 14 October 1963.
JJEF had kept up correspondence with Chemotecnica Sintyal while HS was on business in Europe.
A memo of the above date from JJEF to HS throws some light on the matter of the companies being dealt with. It was already a fact that Chemotecnica Sintyal had an association with ASUNGER S.A. From the memo it would appear that this company had attempted to register Trade Marks not belonging them. Whether this was Evode`s T.M.s is not made clear but it is obvious that JJEF does not think much of ASUNGER nor of the way that business is generally conducted in South America.

4.1.8. 23 October 1963. JJEF sent to Allen & Overy a copy of the Chemotecnica Sintyal letter dated 6 August 1963 which referred to the tax system which existed between the two countries. A & O were asked for their opinion as Evode Ltd. would not be interested in entering into an agreement unless the full royalty was payable.

4.1.9. 25 October 1963.
JJEF replied to Chemotecnica Sintyal in general terms concerning the manufacture of the adhesives. As negotiations were still in progress with regards to the license he could not be any more specific. The answers he gave were based on the reply he received from VV.

4.1.10. 8 November 1963.
This letter from A & O was a reply to the previous letters submitted by JJEF, requesting advice concerning the tax situation. A & O advice was that Clause 5c) should be changed awarding Evode Ltd. 5% royalty free of all tax. As the tax deductions in the Argentine under these circumstances was 38% it was unlikely to reach agreement with Chemotecnica Sintyal. Evode Ltd. was advised to approach the local tax inspector to clarify the matter. It was suggested by A & O that it may be possible for Evode Ltd. to claim unilateral relief.

4.1.11. 18 November 1963.
JJEF wrote to Chemotecnica Sintyal advising that Evode would not be able to claim back the 38% tax imposed by the Argentine Government.
As a net 5% royalty was expected by Evode Ltd. Clause 5c) was restated quite specifically that 5% was the minimum royalty acceptable to Evode Ltd. The time factor as to when royalties were payable to Evode Ltd. was also restated and Chemoticnica Sintyal was asked for their opinion.

4.1.12. 17 September - 29 November 1963.
In a series of letters and memos of the above dates ( some undated ) the Managing Director of ASUNGER S.A. requested samples of suitable Polevomastic for use on his yacht, for which he would take full responsibility. Mr. K. Challenor and Dr. M. Welch were drawn into this but ultimately JJEF refused to supply the samples on data received.

4.1.13. 29 November 1963.
JJEF wrote to Chemotecnica Sintyal on the basis of the data received from ASUNGER. However a similar request had been received from Empiria Products Ltd. to supply Polevomastic to this company. As this matter was becoming confused clarification was requested.

4.1.14. 16 December 1963.
Chemotecnica Sintyal wrote to Evode Ltd. acknowledging the receipt of the letters dated 25 October and 18 November. On the basis of information previously provided, Chemotecnica Sintyal had been in touch with various materials suppliers, Du Pont, Hercules etc. to establish the rate of duty charged in Argentina on these products. They found out that duty rates were to be charges in 1964 ( presumably at a higher tariff). This new tariff was due to come into force on 1 January 1964 but due to protests by the manufacturers it had been delayed until 1 May 1964.
It was obvious that negotiations were still under way as MT was due to visit Stafford. This period of the year was vacation time in Argentina so the visit was delayed until March - April 1964.
By this letter also it was agreed that the 5% royalty would be paid in full and the royalty payments would begin no later than 1 January 1965.

4.1.15. 1 January 1964.
Dr. Simon agreed to the above terms.

4.1.16. 2 January 1964.
JEL wrote to A & O passing on the agreements made in the above letter and Chemoticnica Sintyal anxiousness to conclude engrossments of the agreement.

4.1.17. 9 January 1964.
A & O replied to JEL pointing out the changes in the agreement which JJEF wanted to see. It was suggested that two copies of the agreement be sent to A & O so that one could be returnrd to Evode Ltd. with the corrections included.

4.1.18. 10 January 1964.
JEL replied to the above sending two copies of the standard agreement and letters dated 6 August 1963, 3 October 1963, 18 November 1963, 16 December 1963 and a copy of a letter received from H.M. Inspector of Taxes.

4.1.19. 28 January 1964.
A & O replied to the above letter covering all of the points raised.

4.1.20. 3 February 1964.
JEL accepted and acknowledged the changes made in A & Os letter dated 28 January 1964. He did point out that Chemoticnica Sintyal could make Bal-Tad and Richafix so long as the Evode agreement was in force. Should it lapse they could continue to sell CTAs but not under the BAL trade names. This was subject to a separate agreement.

4.1.21. 26 February 1964.
A & O wrote to Evode to advise that the engrossments had been concluded and that they included:-
2 engrossments of the licensee agreement.
1 engrossment of the BAL agreement.
3 engrossments of all the above.
The necessary number of copies were sent on to Chemotecnica Sintyal on the above date advising that the agreement with BAL should not be dated earlier than the agreement with Evode.

4.1.22. 6 March 1964.
Chemotecnica Sintyal acknowledged the receipt of the above but still protested that Clause 16 was unnecessary ( secrecy ). The present agreement
met all requirements of the Government.

4.1.23. 13 March 1964.
JEL acknowledged the above and agreed that wherever Clause 16 was quoted in the agreement this could be eliminated.

4.1.24. 23 March 1964.
This letter, just addressed to Evode Ltd., was from Miguel Tcherniak advising that the letter of 13 March cancelling Clause 16 had been received and the signed copy was being returned to Evode.
It also advised that Mr. L. Tcherniak would arrive in UK in early May followed by MT who would arrive by plane.

4.1.25. 2 April1964.
The signed copies of the agreements were sent to A & O by JEL.

4.1.26. 7 April 1964.
HS acknowledged the letter of 23 March and looked forward to seeing LT and MT.

4.1.27. 15 April 1964.
The engrossments of the agreements were returned to JEL by A&O together with the costs involved.
These were returned to Chemoticnica Sintyal on 17 April 1964 together with the extended deletions suggested by A&O.

4.1.28. 30 April 1964. The engrossments were acknowledged by Chemotecnuca Sintyal.

4.1.29. 13 May 1964.
C.C.Cooper wrote to M. Tcherniak advising that all of the raw materials available to Chemotecnica Sintyal locally had been tested and proved suitable for use to manufacture adhesives to Evode specifications. It would appear that only toluene was available in the Argentine but should the customer be prepared to stir the adhesive before use it presents no problem.

4.1.30. 4 June 1964.
BL wrote to MT following an enquiry from Ima-Klessman (manufacturers of edge veneering machines). This enquiry obviously referred to another South American country but was passed on the Chemotecnica Sintyal nevertheless.

4.1.31. 16 June 1964.
Adhesives manufacture had obviously not yet begun at Chemotecnica Sintyal as this letter from MT advises that they are still assembling equipment.
It also expresses thanks for the reception in Stafford of the CS representative who had recently visited.

4.1.32. 18 June 1964.
This letter from MT to BL expresses thanks for the Spanish language leaflets and labels originating from Carlos, Spain, for use in Argentina.
Mr. Peake was also going to provide drawings of the churns which were awaited.
MT also advised that, in future, all correspondence to CS should be addressed to:-
Casilla de Correo Central 2493, Buenos Aires as an office was no longer maintained at Rodriguez Pena 360.

4.1.33. 25 June 1964.
BL wrote to EP urging him to supply the drawings of the churn to CS.

4.1.34. 26 June 1964.
EP replied to the above memo advising that the drawings had been supplied by CCC on 22 June.

4.1.35. 30 June 1964.
BL wrote to MT to say that the formulation for Evo-Stik 6317 would be despatched immediately and that the drawings for the churn had been sent. It advised that BL had now moved offices into the new block and that of HS was ready for occupation although he was away from Stafford visiting the facilities in Ireland, Portugal and Spain.

4.1.36. 2 November 1965.
This letter from CS acknowledged Evode`s of 25 October 1965 which is missing from the file.
It stated that Mr. Ferraro of Promovi S.R.L. had visited CS and had a long discussion about using products made by CS. It was not made clear who Mr. Ferraro was, what the business was, what adhesives interested them nor what usage they would be put to.
LT advised that machinery was now being installed to manufacture the adhesives.

4.1.37. 4 March 1966. LT had just arrived back to CS from a vacation in Chile. It would appear that they had still not begun to manufacture adhesives and when they did it would only be in a small way. The economic climate in Argentina was reported to be “far from brilliant”. 4.1.38. 29 June 1966. A parcel containing data assembled at the recent Licensee Conference had been sent to CS by BL. This had been returned to BL as “refused”. MT wrote to advised why this happened. Under new rules any parcel sent to a commercial concern must be accompanied by an invoice cleared by the Argentine Consulate and also listed as “freight of no commercial value”, showing the freight cost. This could be avoided by sending the parcel to a private individual at a private address when none of this is necessary. Production had not yet started as problems were being encountered with the equipment. Generally the country was reported as “bust” and a military coup had just taken place. Improvement was hoped for. This letter was acknowledged on 11 July 1966. 4.1.40. 3 August 1966. BL wrote to MT enclosing a letter received from a Mr. R. Shallpfeffer of Germany. There is no background explanation of this letter nor is a copy available but it would appear that a co-operative arrangement is suggested to market the products made by CS. 4.1.41. 23 August 1966. This letter from MT was passed to VV for comment. He replied on the above date advising that an interim report was passed to LT during his visit last week and a copy was enclosed. He asked for prices of the resins used in the adhesives so that actual costings could be made. 4.1.42. 24 August 1966. VV wrote a further letter to MT having received data on prices from BL. He also advised that there were a number of solutions to the pharmaceutical problems. These were the use of Evo-Stik PSM 317, 6448, or hot melt 6820. 4.1.43. 31 August 1966. MT acknowledged the letter dated 3 August 1966. Apparently Mr. Shallpfeffer had an association with COLYGEL SRL in Argentina and Mr. Hijardi and Mr. Peluffo visited MT to discuss the matter. COLYGEL had existed for almost a century supplying glues to carpenters but were interested in the synthetic products being made by CS as the original glues were being substituted. It was reported that an arrangement could possibly be reached. 4.1.44. 23 February 1967. BL wrote to MT expressing disappointment that the production of adhesives was taking so long. Apparently CS anticipated sales beginning in March 1967 (much later than originally thought) and royalties were obviously delayed. 4.1.45. 19 April 1968. There was a letter from First National City Bank credit department at 34, Moorgate, London EC2. Asking for details of CS. This was replied to by JEL on 29 April 1968. 4.1.46. 21 May 1968. There was a letter from BP Chemicals (UK) Ltd, Devonshire House, Picadilly, London, W1 asking for a reference for CS. JEL replied on 23 May advising that they had a 5 year license. 5.1. Correspondence 1970. 5.2. 1 July 1970. A letter of the above date was sent to Evode Ltd. from Associated Lead Manufacturing Co., Clements House, 14, Gresham Street, London, EC2, requesting a reference for CS. JEL replied on 3 July notifying the above company that CS was a licensee of Evode Ltd. 5.1.2. 16 March 1973. MT wrote to HS concerning a situation which had arisen by a decision taken by the Argentine Government. CS had been contacted by a letter dated 17 February 1973 from the Instituto Nacional de Technologica Industrial advising that all companies which had licensee agreements which had run for a few years and on which royalties were transferred to the original principal must be terminated on 31 December 1973. The agreement with Evode Ltd. had 8 years to run but was included on the list as were other large manufacturing companies. After this date all agreements would be examined to see if the agreements could be renewed and if so they would be renewed on the basis of product by product. All agreements would be substantially modified and no company would be allowed to manufacture without approval. MT had been in touch with the British Embassy and they were aware of the situation and were trying to obtain clarification. CS had continued to pay Evode Ltd. royalties in Argentine Bonds and these payments were increasing as business was good. A plot of land of 3,000 sq. metres had been acquired adjacent to the factory to build a new plant dealing with agricultural and adhesives chemicals. The CS Chairman, Dr. Roberto Gold, would like to visit Evode in the latter part of April to discuss the matter and this letter was requesting permission to see if it was convenient. If so a telex was requested. 5.1.3. 30 March 1973. Dr. Gold`s visit was apparently confirmed (the correspondence is missing) and MT wrote to advise that he would be in Stafford on 16 April. 5.1.4. 18 April 1963. TQDD produced a report following the visit of Dr. Gold, the salient points of which are:- a) CS have an account based in Chiaso, Switzerland, details of which would be communicated to EJ. b) The Swiss company would, in future, pay the royalties due by CS. c) The Swiss company finances would constantly be topped up by CS. d) The new royalties to be paid, net of taxes, were to be:- 2 and one half percent on old products 5% on new products, for a period of 4 years, then 2and one half percent. e) Royalties would be 5% on any new technology imparted to CS. f) An investigation would be done to see if the above was acceptable to the Bank of England. g) No reference is to be made in any sort of correspondence to the arrangements arrived at in the above statements. h) Following the receipt of the details of the Swiss company A&O are to draw up a new agreement with CS. 5.1.5. 15 May 1973. Following the receipt of a letter from Dr. Gold reporting on but not mentioning the details of the above meeting MT wrote to thank Evode Ltd. He also reported on a meeting he had with Mr. Rangel of Evomex Ltd., Mexico. 5.1.6. 31 May 1973. As no word had been received from Dr. Gold concerning the Swiss associates HS wrote to MT on 14 May. The letter from MT gave the Swiss company name Societa per Investimenti e Technologica SA, Via Motta 18, Chiaso, Switzerland. He also stated that any correspondence sent should be sent to his home address. 5.1.7. 11 June 1973. HS requested that A&O draw up a new agreement with the company in Switzerland. This letter was acknowledged on 14 June. 5.1.8. 10 July 1973. A copy of the revised licensee agreement was sent to HS for his approval. 5.1.9. 17 July 1973. A memo from TQDD to HS advised that a firm date concerning royalties payable by the Swiss company should be inserted in any new agreement with regard to the original termination date of 1 April 1979. A memo of the same date to HS sought clarification. 5.1.10. 20 July 1973. HS wrote to A&O to clarify the situation and pointed out that the royalty for any new product discussed between this date and the end of 1973 would be paid at the rate of 5%. The 2 and one half percent rate would apply to existing products from 1 January 1974 onwards. It was also pointed out that, with regard to the new agreement with the company in Switzerland, the renewal of the existing agreement must be completed before the expiration of the old one, about 12 months in terms of time. 5.1.11. 26 July 1973. A&O responded to the above letter and suggested wording which could be included in a new agreement. This was agreed by HS on 2 August 1973. 5.1.12. 8 August 1973. Copies of the new draft agreement were sent by A&O for approval by HS and Chemotecnica Sintyal. These documents were sent to Michael Tcherniak on 10 August 1973. 5.1.13. 10 September 1973. MT acknowledged the receipt of the above letter but delayed the reply because he wished to discuss its contents with Dr. Gold who, at that time, was in Mexico. Some objections were raised to the new proposed draft. These were:- With regard to para 3b) the following should be added:- “…..for a period of 4 years* from the date of the first invoice of such Products, after which period the next royalty would be 2 and one half percent”. This proposal was made because CS felt that they could not continue to pay the higher royalty for ever. (* There appears to be some misunderstanding as, during Dr. Gold`s visit to Stafford he understood the royalty proposal to be 4% not 5%). MT would be in Europe in November when he hoped to visit Stafford to sign the agreement. Also, CS had written to EJ giving details of the royalties paid between 1 January 1970 and 30 September 1972. MT advised that $4,495.08 would be received from the Argentine Bank in Bonds which would be paid to Evode Ltd. in royalties for the period 1 October 1972 to 31 December 1972. These Bonds would be brought to Stafford by MT. 5.1.14. 14 September 1973. In his reply to the above HS confirmed that 5% royalty was the rate agreed on and this should apply for 4 years from the date of production. A copy of the letter dated 10 September was sent to A&O. 5.1.15. 20 September 1973. MT wrote to HS acknowledging the receipt of his two letters dated 15 September 1973, both of which are missing from the file. In this letter he mentions the remarks made by HS concerning Brazil, but we do not know what these were. 5.1.16. 25 September 1973. A&O sent to HS two copies of the new agreement drawn up with the Swiss company for his signature. A copy of the license agreement dated 2 April 1964 was attached. 5.1.17. 28 September 1973. JEL wrote to MT advising that the engrossements of the new agreement with Societa per Investimenti e Tecnologica SA were ready for signing. This letter raised the question as to whether this company had a seal, if so, could MT bring it to Stafford with him so that he could complete the signing on their behalf. If this was not possible how could this be done? Advice was sought. 5.1.18. 9 October 1973. MT replied that such a seal existed and he would bring it to Stafford with him. An example of the seal was given in the letter. He proposed that the visit would take place on a day set between 12 - 16th. 5.1.19. 10 October 1973. The minutes of the meeting held at Compagnia Investimenti e Tecnologica SA Chiaso, Switzerland are on file, the President being Mr. Marco Celoria administrator and manager of the company and the Secretary, Miss Lianella Rigamonti. These minutes read as follows:- The whole share capital of the Company was represented and, in accordance with Article 701 C.O., the Articles of Association, the assembly could decide on the following:- a) Agreement with Evode Ltd. b) Power of Attorney. c) Any other business. Following an explanation by the President the following decisions were taken: 1) The Agreement with Evode Ltd. was authorised. 2) The Power of Attorney would reside in Dr. Michael Tcherniak. 3) There was no other business. 4) 16/18 November 1973 There was an exchange of letters between JEL and A&O concerning the seal of IeT which was thought to be in order. 5.1.21. 13 November 1973. JEL sent the signed and sealed copies of the engrossements to A&O. 5.1.22. 12 November 1973. HS wrote to CS following the engrossements of the new agreement to remind them that the current agreement terminated on 31 December 1973. He raised no objections to the continued use of formulations and trade marks in accordance with Clause 6 of the original agreement. Data on the products sold should continue to be sent to Evode Ltd. on a three monthly basis. HS asked that a signed copy of this letter should be sent to EJ. 5.1.23. 29 November 1973. The two signed copies of the engrossements were sent by CS to Evode Ltd. and acknowledged by JEL on 30 November 1973. Samples were sent to IeT on 4 December and acknowledgements were requested. 5.1.24. 20 June 1978. EJ wrote two letters of the above date to CS. Firstly he confirmed to MT that a promise had been made to Evode Ltd. to pay outstanding royalties of $8,614 for 15 months to the end of December 1977 and thence $7,000 per year for 1978, 1979 and 1980. The royalties for the 15 months and those for 1978 should be paid by 30 September 1978. Following the receipt of the above royalties the agreements between Evode Ltd., Chemotecnica Sintyal and Societe per Investmenti e Tecnologica would be regarded as terminated. The second letter of the above date advised that, during the discussions between HS and MT on Wednesday 4 June 1978 it had been agreed that Evode Trade marks could be continued to be used until 31 December 1980. (Presumably on this date all agreements between the companies came to an end). Copies of the above letters were sent to CS with the request that they were signed and returned to Evode Ltd. The signed copies of the letters are not on file. 5.1.25. 24 August 1978. EJ wrote a memo to HS reminding him that CS were behind with their payments and that no word had been received from them. Pencilled notes on this memo suggested that AHS would deal with this in HS`s absence. Also that EJ would again be writing on 7 September 1978. This correspondence file terminates at this point.
20 June 1978.