Cooperation Agreement
Party
A:
Shaanxi
Aoxing Pharmaceutical Co., Ltd.
Party
B:
Xianyang Material Medical Institute
Whereas:
1.
Party
A commissions Party B to research and develop (the “R&D”)
the
traditional Chinese medicine Zhenbaowan Capsule (the “New
Drug”)
and
prepare for the application materials of the New Drug;
2.
Party
A is the owner of the New Drug;
3.
Party
A and Party B agree to have long-term technical cooperation on R&D of new
medicine.
Therefore,
Party A and Party B through mutual negotiations hereby enter into this
cooperation agreement (the “Agreement”)
regarding to the issues of New Drug R&D, application and long-term technical
cooperation according to the following terms and conditions on January 5,
2007:
Article
1 R&D of the New Drug
Party
A
commissions Party B to research and develop the New Drug, and Party B agrees
to
accept the commissioning of researching and developing the New Drug. Party
B
shall strictly comply with the technical requirements as set forth in laws
and
regulations, such as Drug
Administration Law of the PRC and
Administration
Regulations for Drug Registration,
and
report the latest status of the New Drug to Party B in time.
Article
2 The Ownership of the New Drug
The
New
Drug and all the intellectual property rights developed in the R&D process
of the New Drug shall belong to Party A.
Article
3 Researching Materials
Party
B
shall disclose all samples, formulas, methods, techniques, experiment records,
documents, drawings and other information (the “Researching
Materials”)
regarding the R&D of the New Drug to Party A, and deliver Researching
Materials to party A or the third party appointed by Party A, according to
the
request of Party A.
Article
4 Application of New Drug
When
the
R&D of the New Drug is completed, Party A shall be the applicant to apply to
the State Food and Drug Administration (the “SFDA”)
for
registering the New Drug, and Party B shall assist Party A with the application.
Party B shall, as requested by Party A, provide and prepare samples and relevant
materials in time, revise the aforesaid materials according to the accreditation
opinion, and deliver them to Party A or a third party appointed by party
A.
If
the
New Drug approving is suspended or terminated due the change of state policy,
Party A shall take all the relevant financial responsibility.
Article
5 Expense
5.1
Expense of R&D of the New Drug
Party
A
shall pay the expense of R&D of the New Drug (excluding the application
expense) to Party B of RMB 180,000, which shall be paid according to following
terms:
Party
A
shall pay RMB 90,000 to the account designated by Party B on the day that the
New Drug passes the first materials examination and producing-site examination
by provincial branch of the SFDA; Party A shall pay the rest RMB 90,000 to
the
account designated by Party B on the day that the New Drug passes the new drug
accreditation by the SFDA and Party A receives the Drug Approval Number of
the
New Drug.
5.2
Expense of New Drug Application
Party
A
shall be responsible for all the expenses rising from the New Drug
application.
Article
6 Party B’s Special Warrants
6.1
Confidentiality
Party
B
covenants to keep the Researching Materials confidential, and not to disclose
to
any third party without Party A’s consent.
6.2
Legal Compliancy of the New Drug R&D
Party
B
covenants that the R&D process strictly complies with the relevant laws and
regulations and industrial practices, and the Researching Materials and results
are true.
Article
7 Long-term R&D Cooperation
Party
A
and Party B agree to have long-term cooperation on the R&D of new drug (the
“Project
Cooperation”).
All
the products and relevant intellectual property rights of Project Cooperation
shall belong to Party A. Party B shall, according to the request of Party A,
deliver all the Researching Materials regarding the Project Cooperation to
Party
A or the third party appointed by Party A.
Party
B
shall give necessary assistance when Party A applies for new drug or patent,
and
keep the content, products and Researching Materials confidential.
For
each
product of Project Cooperation, Party A shall pay certain fee to Party B on
the
basis of valuation result. Party A and Party B shall make agreement for the
details of each co-operation of Project Cooperation besides this
Agreement.
Article
8 Breach
Party
A
shall be responsible to the loss of New Drug R&D suspending due to Party A’s
failing to pay the research expense as set forth in this Agreement; Party B
shall make up the loss of Party A, if the loss is caused by Party B’s breach of
Article 6 of this Agreement or caused by failing to obtain Drug Approval Number
due to the technical materials prepared by Party B.
Article
9 Miscellaneous
9.1
Dispute Resolution
Any
disputes under the Agreement shall be settled at first through friendly
consultation between the Parties hereto. In case no settlement can be reached
through consultation, the dispute shall be brought to the jurisdictional court
for resolution.
9.2
Severability
The
invalidity of certain terms and clauses of this Agreement shall not affect
the
validity of other terms and clauses.
9.3
Copies
This
Agreement is executed in two (2) copies; each Party holds one and each original
copy has the same legal effect.
(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK)
Party
A: Shaanxi
Aoxing Pharmaceutical Co., Ltd. (seal)
Authorized
Representative (signature):
Party
B:
Xianyang
Material Medical Institute
(seal)
Authorized
Representative (signature):
