Exhibit 10.4
EXCLUSIVE LICENSING AGREEMENT
BETWEEN:
INSTITUTE OF MATERIA MEDICA
Chinese Academy of Medical Sciences & Peking Union Medical College
0 Xxxx Xxxx Xxx Xxxxxx,
Xxxxxxx 000000, Xxxxx
AND:
BEIJING UNION PHARMACEUTICAL XXXXXXX
0 Xxxx Xxxx Xxx Xxxxxx
Xxxxxxx, 000000, Xxxxx (Hereinafter collectively referred to as "IMM-BUPF")
AND:
Sino Pharmaceuticals Corporation
Xxxx 000, 00000 Xxxxx Xxxx
Xxxxxxxx, X.X. X0X 0X0
Xxxxxx (Hereinafter referred to as "Sino")
WHEREAS IMM-BUPF is the inventor and manufacturer, in China, of TDA (Ftibamzone)
active pharmaceutical ingredient (API), cream and ointment, a broad range
anti-viral pharmaceutical, in both bulk drug and finished formulation forms,
using its own proprietary technology, and
WHEREAS Sino is a pharmaceuticals company involved in the sales, marketing and
distribution of bulk & finished form pharmaceuticals in North America and
internationally, and
WHEREAS IMM-BUPF is interested in selling its TDA (Ftibamzone) cream and
ointment (in bulk and finished formulation forms) in Canada, United States of
America (USA) and internationally, and
WHEREAS Sino is interested in exclusively licensing, purchasing, importing,
marketing and distributing IMM-BUPF's TDA (Ftibamzone) cream and ointment (in
bulk and in finished formulation forms) in Canada, USA and internationally.
THEREFORE, in consideration of the above, the aforementioned parties hereby
enter into this Agreement and hereby agree, as follows:
1. That IMM-BUPF shall exclusively license and grant worldwide manufacturing
and marketing rights for its TDA (Ftibamzone) API, cream and ointment (in
bulk and in finished formulation form) to Sino for exclusive manufacturing,
sales, marketing and distribution rights for all countries worldwide,
outside China.
2. That Sino shall have the exclusive right to manufacture, purchase, sell,
market and distribute IMM-BUFP's TDA (Ftibamzone) cream and ointment in
Canada, USA and all countries worldwide, outside China.
3. That IMM-BUPF shall sell and supply its active ingredient,TDA (Ftibamzone)
and/or its TDA (Ftibamzone) cream and ointment exclusively to Sino, as its
sole, exclusive licensee and marketing agent, for all countries worldwide,
outside China.
4. That Sino shall directly itself, or through a third party collaborator, be
responsible for organizing and prepare all the necessary groundwork
required for regulatory approval, registration and legal importation of TDA
(Ftibamzone) cream and/or ointment in those countries that Sino intends to
sell in.
5. That the Sino shall do a complete review of IMM-BUPF's complete scientific
and clinical data (including toxicology and Phase 1 to 4 clinical studies)
and product chemical and technical information of this product by Sino or
Sino's dermatological pharmaceuticals consultants.
6. That, to initiate and facilitate this process (in Item 5 above), IMM-BUPF
shall provide Sino with a complete set of all scientific and clinical
reports and studies that have been conducted to date on TDA (Ftibamzone),
and which were submitted to the Chinese State Drug Administration for
regulatory approval, in the Chinese originals but with English summaries of
each report, and all product chemical and technical information and
necessary product samples required for testing and other regulatory
approvals, free of cost to Sino.
7. That, upon receipt of this complete information and necessary product
samples, Sino shall proceed to conduct its own independent viral screening
in Canada and shall inform IMM-BUPF of the results of this viral screening.
8. That all costs incurred outside China in reviewing the scientific data and
obtaining regulatory approvals, for legal importation and sales of
IMM-BUPF's TDA (Ftibamzone) cream and ointment in all countries shall be
borne by Sino, whereas all costs incurred in China shall be borne by
IMM-BUPF.
9. That, upon Sino's receipt of regulatory approval in any country outside
China and its commencement of manufacturing or purchases and importation of
IMM-BUPF's TDA (Ftibamzone) API, cream and ointment, IMM-BUPF shall supply
Sino with its active pharmaceutical ingredient (API) or product, in bulk or
finished form, at Sino's option, as per the specifications and quality of
the samples provided to Sino.
10. That IMM-BUPF shall guarantee to supply Sino with product, as per the
specifications and quality used in its Phase 1 to 4 clinical trials in
China and the samples provided to Sino and maintain its quality for every
shipment and batch supplied and sold to Sino.
11. That IMM-BUPF shall guarantee to supply Sino with its product at a
reasonable and competitive Chinese market price, to be mutually agreed
between both parties and shall ensure adequate supply to Sino.
12. Sino shall have the full right to sell and market IMM-BUPF's TDA
(Ftibamzone) cream and ointment in Canada, USA and other countries, under
Sino's or its third party collaborator's own brand and trademarks.
13. Sino shall have the full right to sub-license and transfer all its rights
contained in this agreement to any of its third party collaborators.
14. If IMM-BUPF have a patent on this product in China, IMM-BUPF shall grant
the full rights to Sino to register their patent in all countries outside
China. If IMM-BUPF do not have a patent on this product, then Sino shall
have the full rights to register such patent and IMM-BUPF shall provide and
disclose all necessary intellectual information to Sino for this purpose.
15. IMM-BUPF shall not, under any conditions whatsoever, directly or
indirectly, allow its product to be registered in Canada, USA and other
countries by any other party, or supply its TDA (Ftibamzone) API, cream and
ointment to any other party for sales outside China under this Agreement.
16. This Agreement shall be subject to standard Force Majeur clauses, as per
the current International Chamber of Commerce (ICC) Force Majeur clauses.
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.
17. The validity of this Agreement shall be for a period of ten years from the
date of signing hereof.
18. This Agreement shall be governed and interpreted under the laws of China.
The parties to this Agreement hereby lend their signatures this 3rd day of
January 2003.
For, and on behalf of For, and on behalf of INSTITUTE OF MATERIA MEDICA SINO
PHARMACEUTICALS CORP.
By:/s/__________________________ .........By/s/______________________
Wang Shicong ......... ......... Xxxxxxxx Xxxx
For, and on behalf of
BEIJING UNION PHARMACEUTICAL FACTORY
By:/s/__________________________
Weng Xx Xxxx
