English Translation
English
Translation
Party A
(Transferor): Harbin Renhuang Pharmaceutical Stock Co, Ltd
Yu
Xi-Xxxx
Xxxx
You-Zhi
Authorized
Person: Wang Hong-Wei
Party B
(Transferee): Harbin Renhuang Pharmaceutical Co, Ltd
Authorized
Person: Xx Xxxx-Xxxx
The
contract contains two transfers of patent rights:
Item
I Contract Object
|
(I)
|
Patent
right A transferred in this
Contract
|
|
1.
|
Name
of the Patent Right: Extraction Technology of Total Alkaloids
of Sophora Flavescens
|
|
2.
|
The
type of the Patent Right: Patent of
Invention
|
|
3.
|
Inventor:
Yu Xi-Shui ; Wang You-Zhi
|
|
4.
|
Owners
of the Patent Right: Harbin Renhuang Pharmaceutical Stock Co,
Ltd ; Yu Xi-Shui; Wang You-Zhi
|
|
5.
|
Grant
date of the Patent Right: August 16
2006
|
|
6.
|
Patent
Number: ZL 2004100437170
|
|
7.
|
The
Valid Period of the Patent: 20years
|
|
8.
|
The
right of authorship, profit-earning right,
etc.
|
|
(II)
|
Patent
right B transferred in this
Contract
|
|
1.
|
Name
of the Patent Right: preparation method of injection treating hepatitis
B
|
|
2.
|
The
type of the Patent Right: Patent of
Invention
|
|
3.
|
Inventor:
Yu Xi-Shui ; Wang You-Zhi
|
|
4.
|
Owners
of the Patent Right: Harbin Renhuang Pharmaceutical Stock Co,
Ltd ; Yu Xi-Shui; Wang You-Zhi
|
|
5.
|
Grant
date of the Patent Right: August 16
2006
|
|
6.
|
Patent
Number: ZL 2004100437185
|
|
7.
|
The
Valid Period of the Patent: 20years
|
|
8.
|
The
right of authorship, profit-earning right,
etc.
|
Item II
Documents that Party A delivers over Party B
|
1.
|
All
the patent application documents submitted to the Chinese Patent
Office(appendix 1), including patent specification, claims, attached
drawings, abstract and attached drawings of abstract, request,
observations statement and examination and approval for a change in the
bibliographic data and restoration of rights, and letter of
authorization.
|
English
Translation
|
2.
|
All
the documents that Chinese Patent Office sent to Party A (appendix 2),
including notification of acceptance, intermediate files,
authorization decision, patent certificate and
duplicate.
|
|
3.
|
the
patent valid documents issued by Chinese Patent Office, namely the last
patent annual fees payment voucher(or Patent Register of the Patent
Office), the decision to maintain patent effective made by the Chinese
Patent Office or Patent Reexamination Board or People’s court in revoking
the patent or invalid
request.
|
|
4.
|
Approval
files for transfer from superior department in charge or the relevant
competent departments of the State
Council.
|
Item III
Time, place and manner of delivery of the information
|
1.
|
The
time to deliver the information
|
After the
contract comes into effect, within 7 working days after Party A has received
total assignment charge paid by Party B, Party A should deliver all the
information referred in Item II of this contract to Party B.
|
2.
|
The
manner and place to deliver the
information
|
Party A
should deliver all the information above and data list to Party B
personally.
The
delivery place of all the information is where Party B locates or somewhere both
parties agreed.
Item IV
Exploitation of a patent and information of patent exploitation license and the
disposal
Before
the signing of this contract, if Party A has implemented the patent, then after
this contract comes into effect Party A should stop the implementation of the
patent.
Before
the signing of this contract, if Party A has issued license contract to approve
others to implement the patent, the rights and obligations should transferred to
Party B on the date when this contract is signed and comes into
effect.
Item V
The transfer fee and mode of payment
The
transfer fee of the two patent rights involving in this contract is RMB
16,000,000 in total, of twice payments, within 15 working days after this
contract coming into effect, Party B will remit the transfer fee RMB 10,000,000
to the account of Party A, or remit cash to Party A. The balance of RMB
6,000,000 will be paid before 2010-12-31.
English
Translation
Item VI The solution for patent right being revoked or declared to
be void
In
accordance with the Patent Law Article 50, after this contract has been
confirmed, once the patent right of Party A be revoked or declared to be void,
if Party A doesn’t attempt to cause loss to Party B or obviously contrary to the
principle of equity, Party A needn’t to repay transfer fee to Party B, while
Party B needn’t return all the information either.
If the
confirming of this contract is violating the principle of equity obviously, or
Party A attempts to cause loss to Party B, Party A should refund the transfer
fee.
Item VII
Terms of the transition period
|
1.
|
After
this contract comes into effect, till Patent Office registers the
announcement, Party A should maintain the effectiveness of the patent,
annual fee and renewal fee (in allusion to the utility model and design
applied before 1992-12-31) charged during this period should be paid by
Party A.
|
|
2.
|
After
this contract be registered and announced by Patent Office, Party B should
maintain the effectiveness of the patent, such as the procedure of annual
fee, renewal fee, rejoining for administrative revocation and invalid
request, and responding annulment
suit.
|
|
3.
|
During
the transition period, if Party A or Party B cannot continue implement
this contract because of force majeure, then the contract should be lifted
at once. Party A should refund the transfer fees received to Party B and
Party B should return all the information to Party
A.
|
Item VIII
The taxes
If the
two parties are both Chinese citizens or legal persons, and if the transfer fee
involving in this contract should be charged for tax, the tax should be
contributed by Party A in accordance with Tax Law of The People's Republic of
China.
Item IX
Guarantees and liquidated damages
For Party
A:
|
1.
|
If
the Party A refuses to deliver all the information specified in the
contract or handle patent right transfer procedure, Party B has right to
terminate the contract and request Party A to refund all the transfer fees
and pay penalty, which accounts for 30% of transfer
fees.
|
|
2.
|
If
the Party A deliver all the information specified in the contract to Party
B and handle patent right transfer procedure exceeding the time limit
without justification, Party B has right to terminate the contract and
request Party A to refund all the transfer fees and pay penalty, which
accounts for 30% of transfer fees.
|
|
3.
|
Party
A guarantees to pay off all the patent fees and related costs before the
date of notice of authorization to change the patent
right.
|
For Party
B:
|
1.
|
If
Party B refuses to pay transfer fees, Party A has right to terminate the
contract and request Party B to return all the information and compensate
for its loss or pay penalty.
|
English
Translation
|
2.
|
If
Party B pays transfer fees exceeding the time limit, Party A has right to
terminate the contract and request Party B to pay penalty or solve it by
consultation between two parties according to the actual
situation.
|
Item X
Dispute settlement
In the
event of a dispute appears during the performance of the contract, the two
parties should negotiate friendly in accordance with the terms in this contract,
and settle the matter among themselves.
Item XI
Entry into force of the contract
This
contract will be binding on both parties after signed by the two parties, and
from the date that Patent Office registers and announces the “Change in the
Bibliographic Data” issued by the two parties, the rights is transferred to
Party B formally.
Signed by
both parties:
Party A:
Harbin Renhuang Pharmaceutical Stock Co, Ltd
Authorized
signatory: Wang Hong-wei
Date:
2009.9.1
Party B:
Harbin Renhuang Pharmaceutical Co, Ltd
Authorized
signatory: Xx Xxxx-xxxx
Date:
2009.9.1
