EXHIBIT 10.12
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AGREEMENT
ALCO Chemicals ltd., London, England, hereinafter referred to as "ALCO",
represented by managing director Xxxxx Xxxxx
as one party
and
SICOR Societa Italiana Corticosteroidi S.p.A., with corporate headquarters in
Rho (Milan) Xxx Xxxxxxxxx xx. 00, tax identification number and VAT file number
06827530152, represented by the acting legal representative, Xx. Xxxxxxx
Xxxxxxxxx, who holds the necessary powers of attorney
as the other party
whereas
- ALCO is the exclusive licensee for a new microorganism, referred to
hereinafter as "STRAIN", and better described hereinafter, who agrees to
produce a pharmaceutical product named Aclarubicine;
- Aclarubicine, which can be produced with the STRAIN, has the following
formula;
[Chemical Formula] methyl ester and/or its chloridated salt";
- the STRAIN that is the subject of this agreement was developed by the
Shanghai Medical Material Institute, Shanghai, China;
- SICOR S.p.A. possesses sufficient technical knowledge and facilities to, in
conjunction with the technology and the strain possessed by ALCO, to
produce Aclarubicine;
- it is ALCO's intention to assign production of Aclarubicine to SICOR S.p.A.
on a non-exclusive basis;
The following is agreed
. ALCO shall send to SICOR S.p.A. in Italy, at its facility in Rho, xxx
Xxxxxxxxxx xx.
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00, the microorganism strain referred to in the preamble, along with
maintenance and reproduction instructions, so that SICOR S.p.A. may utilize
same for the production of unpackaged finished product.
. SICOR S.p.A. shall attend to maintenance and reproduction of the strain,
and shall take due precautions to avoid damage and loss.
. SICOR S.p.A. shall utilize the material sent to same, both the
microorganism and the technology, solely and exclusively for production of
Aclarubicine, which shall be produced solely and exclusively on behalf of
and in the interests of ALCO. SICOR S.p.A. obligates itself to resell
Aclarubicine to ALCO alone, on an exclusive basis, with an absolute
prohibition against transferring to third parties, in any form and for any
reasons or on any basis, either Aclarubicine, or any semi-finished product
possibly derivable from the microorganism and from the aforementioned
technology, which are the subject of this agreement.
. For preservation and reproduction of the microorganism strain, as well as
subsequent processing until Aclarubicine is produced, ALCO shall pay SICOR
S.p.A. a consideration to be determined on the basis of the impact of the
following elements:
- materials and ingredients necessary for processing,
- electrical power consumption,
- labor,
- treatment of processing waste,
- depreciation, overhead, and profits.
SICOR S.p.A. obligates itself to maintain the utmost confidentiality with
respect to all information that it shall gain knowledge of in any manner in
relation to this agreement, including information regarding all technological
improvements that might possibly be achieved during the course of same. Such
improvements shall remain the property of ALCO, the sole licensee for the strain
and its processing technology. SICOR S.p.A. obligates itself to have its
employees who are involved in the processing covered by this agreement sign a
confidentiality agreement.
. ALCO declares that, to its knowledge, there is no third party that can
assert that use of
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the STRAIN or the pertinent technology violates the rights of third parties
and SICOR S.p.A. takes officially acknowledges same.
. This agreement is for an indefinite term, and it may be canceled with 6
months advance notice by either of the parties, via registered letter with
return receipt.
. In the event this contract is terminated, on any grounds, SICOR S.p.A. may
not claim any indemnification from ALCO and must arrange for the immediate
return or in any event to the immediate transfer to the person or entity
designated by ALCO of the microorganism strain and the instructions
delivered. SICOR S.p.A.'s obligation to maintain to utmost
confidentiality, already provided for the term of this agreement, shall
remain in effect, and the obligation to not longer produce Aclarubicine,
either directly or indirectly, either for itself or on behalf of third
parties.
. This agreement is governed by Italian law and the Milan Court shall have
jurisdiction with respect to any dispute or disagreement.
. The agreement may only be amended by additional written agreement,
Lugano, June 16, 1992
SICOR Societa Italiana ALCO Chemicals Ltd
Corticosteroidi S.p.A.
(The General Manager) (The Managing Director)
Xx. X. Xxxxxxxxx Xx. X. Xxxxx
/s/ Xx. X. Xxxxxxxxx /s/ Xx. X. Xxxxx
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