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Loyola University Chicago Exclusive License Agreement
Bio-Bridge Science Corporation Page 1 of 5
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EXCLUSIVE LICENSE AGREEMENT
WHEREAS Xxxxx Xxxx and Xxx Xxx, of 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000
and 0000 Xxxxx Xxxxx Xxxxxx, #0X, Xxxxxxx, Xxxxxxxx 00000, respectively, have
invented certain technology pertaining to PAPILLOMAVIRUS PSEUDOVIRIONS AS A
GENETIC VECTOR AND VACCINE ("the Technology"),
WHEREAS Xxxxx Xxxx and Xxx Xxx have assigned the entirety of their interest to
the Technology in all countries to Loyola University Chicago, of 0000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as "Loyola"),
WHEREAS Loyola is desirous of developing the Technology in the United States of
America, Japan, China and
WHEREAS Bio-Bridge Science Corporation of Scotia Center, 4th Floor, P.O. Box
2804, Xxxxxx Town, Grand Caymen, Caymen Islands (hereinafter referred to as
"Bio-Bridge ") desires to obtain an exclusive license to the Technology within
the United States of America, Japan and People's Republic of China (including
mainland China, Taiwan, Hong Kong and Macau);
NOW THEREFORE, for good and valuable mutual consideration, the receipt of which
Bio-Bridge and Loyola hereby acknowledge, the following is hereby agreed between
Loyola and Bio-Bridge:
1. Loyola grants to Bio-Bridge an exclusive license to the Technology within
the United States of America, Japan, and People's Republic of China, which
license includes the following:
A. Bio-Bridge shall have the exclusive right to make, have made, use,
sell, and offer to sell the Technology within the United States of
America, Japan and People's Republic of China.
B. Bio-Bridge shall have the exclusive right to file patent applications
for any aspect of the Technology, at Bio-Bridge's expense but in the
name of Xx. Xxxxx Qiao and Dr. Xxx Xxx, within the United States of
America, Japan and People's Republic of China.
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Loyola University Chicago Exclusive License Agreement
Bio-Bridge Science Corporation Page 2 of 5
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C. Bio-Bridge shall enjoy, as exclusive licensee, the full and exclusive
right to any patent that might issue in the United States of America,
Japan, People's Republic of China on any patent application concerning
the Technology, but any such patents shall be owned by the University.
Bio-Bridge shall be responsible for all expenses associated with
maintaining any such patents in force.
D. Bio-Bridge shall have the right to grant nonexclusive sublicenses to
use the technology to its customers within the United States of
America, Japan and People's Republic of China on any such terms as
Bio-Bridge desires.
E. Bio-Bridge shall have the right to grant nonexclusive sublicenses to
make any aspect of the Technology to its suppliers within the United
States of America, Japan, People's Republic of China on any such terms
as Bio-Bridge desires.
F. Bio-Bridge may grant exclusive sublicenses to the Technology within
the United States of America, Japan, People's Republic of China on
such terms as it desires, after first giving written notice to Loyola,
which may veto the sublicense or any term thereof, within thirty (30)
days of receiving such notice.
G. Bio-Bridge shall have the right to enforce its rights to the
Technology in any way it deems appropriate, including filing suit for
infringement of any patent granted thereon, within the United States
of America, Japan, People's Republic of China, provided that any
enforcement shall be at Bio-Bridge's expense and provided that
Bio-Bridge notify Loyola within thirty (30) days of any act taken to
enforce its rights in the United States of America, Japan and People's
Republic of China.
2. Loyola shall continue to own the entire worldwide rights to the Technology,
including any improvements thereon, including any improvements made by
Bio-Bridge.
3. Bio-Bridge shall notify Loyola within thirty (30) days of any patent
applications it might file, as well as of all events during the prosecution
of such patents, including the issuance of any patents granted on such
application.
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Loyola University Chicago Exclusive License Agreement
Bio-Bridge Science Corporation Page 3 of 5
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4. Bio-Bridge Science Corporation shall reimburse Loyola's expenditures and
legal fees ($3,000.00) in granting the exclusive license stated herein to
Bio-Bridge Science Corporation in each of the above-mentioned countries.
Any such reimbursement shall be payable in U.S. Dollars and shall be due to
Loyola within 30 days of Loyola's issuance to Bio-Bridge of a request for
reimbursement identifying the fees.
5. Bio-Bridge shall pay to Loyola 4% (four percent) net profit for all uses of
the Technology within the United States of America, Japan and People's
Republic of China, including the uses of any of Bio-Bridge sublicenses.
Such payments are payable in U.S. Dollars and shall be due to Loyola within
30 days of June 1 and December 1 of each calendar year, or immediately upon
termination of this Agreement.
6. Bio-Bridge shall make annual reports to Loyola indicating all uses
(including the uses of any of Bio-Bridge sublicenses and all fees
Bio-Bridge receives from the granting of any sublicenses of the Technology
within the United States of America, Japan and People's Republic of China),
including a statement of the net profit realized from each such use. Such
statements shall be supplied to Loyola within 45 days of January 1 of each
year.
7. This Agreement will continue to exist perpetually or for the maximum period
of time permitted by law, unless terminated, and it shall inure to the
benefit of and bind all successors-in-interest of the parties hereto.
8. This Agreement shall not be modified except by written instrument executed
by both Bio-Bridge and Loyola.
9. Bio-Bridge may terminate this Agreement in total by providing written
notice specifying the date upon which the agreement is to be terminated to
the other party no earlier than 45 days and no later than 30 days preceding
the date upon which the Agreement is to be terminated. Loyola may terminate
this Agreement under such a condition: Xx. Xxxxx Qiao will provide
Bio-Bridge with a specific product (vaccine) which has been tested in
animal models and clinical trials for safety and effectiveness. Bio-Bridge
will apply for the government permit of its production in America, Japan
and People's Republic of China. Once the permits are granted to Bio-Bridge
by the U.S., Japan and China governments, Bio-Bridge shall pay $50,000.00
to Loyola within thirty days. Five years after U.S., Japan, China
governments have granted the permit for its production, if Bio-Bridge has
not made any effort in marketing this product, then Loyola may terminate
this Agreement.
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Loyola University Chicago Exclusive License Agreement
Bio-Bridge Science Corporation Page 4 of 5
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10. Upon termination of this Agreement, all sublicenses granted by Bio-Bridge
Science Corporation within the United States of America, Japan, People's
Republic shall terminate, and Loyola shall not be liable in any way to
Bio-Bridge Science Corporation due to termination of any such sublicense.
11. Upon termination of this Agreement, Bio-Bridge shall immediately supply to
Loyola a report such as specified in paragraph 6 for the period from
January 1 through the date of termination and shall immediately pay to
Loyola all royalties or other fees due to Loyola up to and including the
date of termination.
12. Any excuse or variance of performance on the part of any party shall not
act as a modification of this Agreement or in any way diminish the right of
each party to demand the other party's full performance under the
Agreement.
13. This Agreement shall be interpreted in accordance with the law of the State
of Illinois, and it shall be enforceable in the courts of that State.
Neither party shall object to submitting to the jurisdiction of the courts
of that State with respect to any matter relating to this Agreement.
14. The terms set forth in this instrument constitute the entire Agreement
between the parties with respect to the Technology, and it is the intent of
the parties to substitute the terms set forth herein for any prior
understanding pertaining to the Technology that may have existed between
them at any time, and the effect of this Agreement is to extinguish any
such understanding that contradicts or in any way goes beyond the terms of
the Agreement as set forth herein.
15. Should any portion of this Agreement be deemed by a court of competent
jurisdiction to be unenforceable for any reason, the remainder of the
Agreement shall remain in force.
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Loyola University Chicago Exclusive License Agreement
Bio-Bridge Science Corporation Page 5 of 5
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IN WITNESS WHEREOF, the parties hereby signify their assent to the terms of this
Agreement by the signatures of their representatives, each of whom is hereby
acknowledged to have authority to enter into contracts and otherwise bind his
respective party:
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For Loyola: For Bio-Bridge Science Corporation
Date: 4/22/02 Date: 2002.4.15
/s/ Xxxx X. Xxxxxxxx /s/ Yu Mingjin
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Xxxx X. Xxxxxxxx, M.D. President
Associate Xxxx of Research Bio-Bridge Science Corporation
Professor of Medicine and Microbiology Scotia Center, 4th Floor,
and Immunology X.X. Xxx 0000, Xxxxxx Xxxx,
Xxxxxx University of Chicago Grand Caymen, Caymen Islands
Xxxxxxx, XX 00000
Xxxxxx Xxxxxx of America
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