Exhibit 10.1
EXCLUSIVE TECHNOLOGY PURCHASE AGREEMENT
BETWEEN:
Xi'an Jory Pharmaceutical Co., Ltd.
00/X Xxxxx Xxxxxx, Xxxxx Xx. 00
Xxxxx Xxxxxx Men Community
Xian 000000 Xxxxx (Hereinafter referred to as "Jory")
AND:
Sino Pharmaceuticals Corporation
Xxxx 000, 00000 Xxxxx Xxxx,
Xxxxxxxx, X.X. X0X 0X0
Xxxxxx (Hereinafter referred to as "Sino")
WHEREAS Jory is a manufacturer, in China, of a wide range of therapeutic
pharmaceuticals, and
WHEREAS Jory manufactures Paclitaxel, an anti-cancer pharmaceutical, in both
bulk drug and finished formulation forms, using its own internally developed,
proprietary technology, and
WHEREAS Jory's technology does not violate or contravene any international
patents and intellectual property rights whatsoever and that Jory has full legal
rights and ownership of this proprietary commercial Paclitaxel manufacturing
technology, and
WHEREAS Sino is a pharmaceuticals company involved in the development,
manufacturing and sales, marketing and distribution of pharmaceuticals in North
America, and
WHEREAS Jory is interested in selling its proprietary commercial Paclitaxel
manufacturing technology to Sino, and
WHEREAS Sino is interested in exclusively purchasing, Jory's proprietary,
commercial Paclitaxel manufacturing technology.
THEREFORE, in consideration of the above the aforementioned parties hereby enter
into this Agreement and hereby agree as follows:
1. That Jory shall exclusively, and legally, sell and transfer its
proprietary, commercial Paclitaxel manufacturing technology, to Sino.
2. That Sino shall exclusively purchase Jory's proprietary, commercial
Paclitaxel manufacturing technology.
3. That Jory shall transfer and provide to Sino all chemical production
know-how to commercially manufacture 99.7% Paclitaxel, including:
a) a detailed, step-by-step production flow-chart.
b) A detailed quantitative and qualitative, chemical production protocol to
Sino, which details all manufacturing steps and protocols necessary for
Sino to identically produce a 99.7% minimum grade Paclitaxel, containing
the identified and mutually agreed purities.
c) A complete Drug Master File (DMF) on 99.7% Paclitaxel.
4. That Jory shall fully train one of Sino's nominated scientific staff, at
its pharmaceutical factory in Xian, to physically, fully and completely
manufacture several batches of 99.7% minimum grade Paclitaxel, as per the
Specifications Sheet in Attachment 1 of this Agreement.
5. That, in consideration of this exclusive purchase and transfer of this
proprietary, commercial Paclitaxel manufacturing technology, Sino shall pay
a total amount of US$ 118,500.00 (US Dollars One Hundred and Eighteen
Thousand Five Hundred only).
6. That the above amount of money shall be transferred to Jory's bank account
in payments, corresponding to mutually agreed milestones, described herein.
7. That, the first payment of US$ 20,000.00 (US Dollars Twenty Thousand Only)
shall be transferred to Jory's bank account within thirty days after Sino's
receipt of the detailed, step-by-step Paclitaxel manufacturing flowchart,
as per Item 3 (a) of this Agreement, and Sino's successful validation of
the same in its own laboratory. This shall be provided to Sino by no later
than January 5, 2002.
8. That, the second payment of US$ 80,000.00 (US Dollars Eighty Thousand Only)
shall be transferred to Jory's bank account, within thirty days after
Sino's receipt of the detailed quantitative and qualitative chemical
protocols and the complete and acceptable DMF, as per item 3 (b) and (c)
above, and Sino's validation of the same in its own laboratory.
9. That the balance of US$ 18,500.00 (US Dollars Eighty Thousand Five Hundred
Only) shall be transferred to Jory's bank account, immediately upon the
successful completion of training of one of Sino's nominated scientific
staff, as per Item 4 above.
10. That, Jory shall not, directly or indirectly, provide, sell or transfer
their proprietary, commercial Paclitaxel manufacturing technology, or
know-how, to any individual, company or organization, whatsoever, within
five years from the date of this Agreement thereof.
11. That, upon Sino's full payment of monies stated herein, Sino shall have
full and complete legal rights to manufacture Paclitaxel, anywhere in the
world, utilizing Jory's proprietary manufacturing technology, without any
further payments, licensing fees and/or royalties to Jory, for as long as
Sino so chooses. Sino shall also have the full legal rights to further
transfer, license or sell this acquired manufacturing technology to any
other parties, without any legal recourse whatsoever by Jory.
12. This Agreement shall be subject to standard Force Majeur clauses, as per
the current International Chamber of Commerce (ICC) Force Majeur clauses.
13. If, for any reason, any party to this Agreement fails to comply with any of
the terms and conditions of this Agreement, or fails to perform its
obligations under this Agreement, then both parties shall try to resolve
any disputes amicably. However, if amicable settlement or resolution is not
possible, then both parties agree to enter into arbitration, which
arbitration shall be held at the International Arbitration Center in
Vancouver, Canada. The results of such arbitration shall be held final and
binding on both parties.
14. The validity of this Agreement shall be for a period of five years from the
date of signing hereof.
15. This Agreement shall be governed and interpreted under the laws of Hong
Kong, China.
In full and complete acceptance of the terms and conditions stated herein, the
parties to this Agreement hereby lend their signatures this 18th day of December
2001,
For, and on behalf of, For, and on behalf of,
XI'AN JORY PHARMACEUTICAL SINO PHARMACEUTICALS CORP.
CO., LTD.
By:/s/___________________ By: /s/___________________
Xxxxxx An Xxxxxxx Xxxx
