EXHIBIT 10.12
THIS CO-OPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT ON RECOMBINANT
THROMBOPOIETIN was made between
Shenzhen Kelong Chuang Xxxxx Xxxxx Co. Ltd.
Hereinafter called (Party A)
Nanjing Huaxin Bio-pharmaceutical Ltd.
Hereinafter called (Party B)
After both parties (Party A and Party B) agreed to cooperate in development of
rhTPO, the following terms are set forth below:
1. Party A and Party B are investing in development of rhTPO. Party A is
responsible for the whole process of application for the new drugs and
technologies. Party B will assist them.
2. Party A and Party B will apply for the rhTPO patent issue and both have the
patent right and it will be jointly owned by Party A and Part B.
3. Party A and Party B will apply for the rhTPO Production Permit
individually, and will keep this Production Permit on their own.
4. Party A and Party B have their own right in regard to (transfer, sale,
lease etc) of the rhTPO Production Permit.
5. Under no circumstances does either Party prohibit the other Party to
exercise their right in regard to transfer, sale, lease etc., the rhTPO
Production Permit, which is based on their jointly owned patent, neither
Party has the right to request the other Party to fulfill the obligations
not listed under this Agreement.
6. Party B agreed to pay Party A RMB4,500,000 as a partial of initial
development fee. Party B will pay RMB4 million to Party A. After Party A
receives the approval certificate for the clinical trial from the State
Drug Administration, Party B will pay the remaining RMB500,000 to Party A
as partial of the clinical trial expenses. As this money is for the
research and development, after signing this Agreement, Party B, under no
circumstances, cannot request the whole or partial refund of the said fee
from Party A.
7. For any third party, if they receive the right of using the rhTPO from
either Party A or Party B, the terms and agreement on using the right are
set only with the Party who issues this right. The other Party will not
lose their own right as both Parties own their right individually.
8. Party A and Party B mutually agree and resolve some of the terms that are
not listed on this Agreement.
9. There are four copies of this Agreement. Each Party keeps two copies and
each copy has equal legal validity.
10. This Agreement, upon signed and executed by both Parties (A and B), is
effective immediately.
Date: August 15, 1999
Party A: Shenzhen Kelong Chuang Xxxxx Xxxxx Co. Ltd.
______________________________
Authorized signatory
Party B: Nanjing Huaxin Bio-pharmaceutical Ltd.
_____________________________
Authorized signatory
