[*] Refers to confidential portions of document omitted pursuant to a request for confidential treatment under
Rule 406 under the Securities Act of 1933, and filed separately with the Commission.
THIS MANUFACTURING AGREEMENT (this "Agreement") is effective as of the 20th day of May 2000
between Igene Biotechnology, Inc. of 9110 Red Branch Road, Columbia, Maryland 21045-2024 ("Igene") and
Fermic, S.A. de C.V., Reforma No. 873- Iztapalapa, 09850 Mexico D.F., Mexico ("Fermic").
Igene owns patents, patents pending and proprietary know-how concerning microbial and biochemical processes
by which the astaxanthin-producing yeast, Phaffia rhodozyma, is grown and processed to yield a dried yeast
product ("AstaXin(R)") containing the pigment astaxanthin.
Igene wishes to produce AstaXin(R) in commercial quantities and, in order to do so, requires access to a facility
with adequate fermentation capacity and a trained labor force.
Fermic owns and operates a fermentation plant in Mexico City (the "Facility") which has the capacity and the
labor force required to produce a sufficient quantity of AstaXin(R) for commercialization.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
ARTICLE I. DEFINITIONS
As used in this Agreement, the following terms shall have the meanings specified in this Article I:
"Acquirer of Igene" - a person or entity who purchases substantially all or all of Igene's assets relating to the
production of AstaXin(R) or more than 50% of the stock of Igene.
"Facility" - as defined in the third recital.
"Know-How" - all confidential information, know-how and data not disclosed in a published patent, whether or
not patentable, relating to the Patented Process, the Microorganism and AstaXin(R) including, without limitation,
the [ * ].
"[ * ]" - [ * ].
"Operations Manual" - the detailed written operations manual prepared by Igene describing the process for
manufacturing AstaXin(R), as the same may be