Bacillus Calmette-Guerin Vaccine Transfer Agreement
Bacillus
Xxxxxxxx-Xxxxxx
Vaccine Transfer Agreement
Project
Name: Bacillus Xxxxxxxx-Xxxxxx Vaccine
Transferee
(Party A): Guangzhou Konzern Pharmaceutical Co., LTD
Transferor
(Party B): Hongyuan Pharmaceutical Technology Consulting Service Center of
Yuexiu District of Guangzhou
Date
of
contract: May 8, 2008
Place
of
contract: Guangzhou
Validity
Period: May 2008-May 2010
Agreement
of Technology Transfer for the Patent with Exclusive Use
Permit
Transferee
(Party A): Guangzhou Konzern Pharmaceutical Co., LTD
Transferor
(Party B): Hongyuan Pharmaceutical Technology Consulting Service Center of
Yuexiu District of Guangzhou
Under
this agreement, Party B exclusively permits Party B to use the Bacillus
Xxxxxxxx-Xxxxxx Vaccine (hereinafter referred to as BCG Vaccine) whose patent
is
owned by Party B, and Party A obtains the exclusive use permit from Party B
and
pay Party B the fee for exclusive use permit. On the base of fair negotiation
and full understanding to the terms and conditions, in accordance with the
Contract Law of the PRC, both parties agree and are bound by as
follows:
Article
1 Under
this agreement, the patent with exclusive use permit is:
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i.
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biotechnology
patent;
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ii.
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invited
or developed by Guangdong Institute of Biological Products; and
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iii.
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owned
by Hongyuan Pharmaceutical Technology Consulting Service Center of
Yuexiu
District of Guangzhou
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Article
2 Before
this agreement comes into effect, with respect to the patent with Exclusive
Use
Permit, Party B agrees that:
|
i.
|
the
transfer of patent herein is conducted in Guangzhou; and
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ii.
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Party
B will not transfer the patent herein to any person or company other
than
Party A.
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Article
3
With
respect to the pattern, scope and term of the patent herein, Party B agrees
that:
|
i.
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pattern
of use: Party B permits Party A to use the patent herein with Party
A’s
discretion;
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ii.
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scope
of use: nationwide; and
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iii.
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term
of use: perpetual use.
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Article
4 To
secure
the effective use of Party A, Party B should provide Party A with the following
materials and information:
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i.
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certificate
of new drug;
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ii.
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craft
and technology for mass production;
and
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iii.
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clinical
direction and instruction.
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Article
5
Party B
should submit the materials and information set forth in Article 4 of this
agreement according to following conditions:
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i.
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time
of submission: Party B submits the materials for Party A’s evaluation upon
the receipt of deposit of RMB 5million from Party
A;
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ii.
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place
of submission: Guangzhou; and
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iii.
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form
of submission: in written form.
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Article
6
To
secure the effective use of Party A, Party B should forward the technical secret
of the patent herein according to the following conditions:
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i.
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content
of technical secret: BCG Vaccine;
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ii.
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requirement
of use the technical secret hereunder: limit to persons or employees
of
both parties; and
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iii.
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scope
and term of non-disclosure of technical secret hereunder:
perpetual.
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Article
7
To
secure the effective use of Party A, Party B should provide the following
technical service and instructions:
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i.
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content
of the technical service and instructions hereunder: design of clinical
plan and craft and technology for mass production;
and
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ii.
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form
of providing the technical service and instructions hereunder: consult
service and on-the-spot
instructions.
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Article
8
Both
parties agree that Party B permits Party A to use the technical secrets and
provides Party A with the technical service and instructions according to the
following standard and form:
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i.
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in
consistent with the requirement for biological products set forth
by State
Food and Drug Administration of China;
and
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ii.
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sufficient
to obtain the manufacturing
license.
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Article
9
Party A
pay the fee for exclusive use permit to Party B according to the following
conditions:
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i.
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total
amount of the fee for exclusive use permit is RMB 30million, and
specially
the fee for technical secret is RMB 20million and fee for technical
service and instruction is RMB 10million;
and
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ii.
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Party
A pay the fee hereunder to Party B by stages and the payment schedule
is
as follows:
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(i.)
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Party
should pay deposit amounted RMB 5million to Party B within 10 business
days. When the evaluation results fail to meet the expectation agreed
by
both parties (the actual value is 10% higher or lower than RMB 40million),
Party A is entitled to cancel this project and Party should fully
return
the deposit amounted RMB 5million to Party B within 5 business days.
When
the evaluation results meet the expectation agreed by both parties,
Party
A should pay Party B RMB0.2million if Party decides to cancel the
project;
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2
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(ii.)
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Party
B should cooperate with Party A to conduct the evaluation upon the
receipt
of the deposit hereunder;
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(iii.)
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Upon
the completion of evaluation, Party A should pay RMB 1million to
Party B
and Party B starts transferring the materials and information to
Party A;
and
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(iv.)
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Upon
the receipt of certificate of new drug, Party A pay RMB10million
to Party
B.
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Article
10
Party B
promises that the use of patent herein does not constitute an infringement
upon
the lawful right of the third party. Should the infringement hereunder occur,
Party B should participate in the lawsuit until the third party cancels the
charge.
Article
11
Party B
should maintain the validity of the patent herein within the term of this
agreement. Should the validity of the patent herein terminate due to the fault
or negligence of Party B, Party B should pay the damages or compensation to
Party A in accordance with Article 16 of this agreement.
If
the
patent is deem as void and invalid by the state administration which governs
patent issue, Party B should compensate for the loss to Party A. The proportion
of the fee for exclusive use permit paid to Party B is nonrefundable. Party
B
should fully return the deposit paid by Party A.
Article
12
Party A
should start the project herein within 10 days from the effective date of this
agreement. Party A should effectively inform Party B of any delay of the
implementation of the project herein, provide explanation for the delay
hereunder and obtain the permit of the aforesaid delay from Party B. If Party
A
fails to provide the explanation hereunder, which may affect the benefit of
Party B in this Project, Party B is entitled to claim the damages and
compensation from Party A.
Articles
13
With
respect to the performance of this agreement, both parties agree that no
contracting party may prevent the other contracting party to cooperating with
the third party for the purpose of technology development.
Article
14
Both
parties agree that:
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i.
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Party
A is entitled to use the patent technology and technical secret for
the
purpose of the further improvement. The new technical outcome with
material or innovative characteristics from the further improvement
hereunder is owned by Party A; and
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ii.
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Party
B is entitled to improve the patent technology and technical secret
after
transfer the patent to Party A. The new technical outcome with material
or
innovative characteristics from the further improvement hereunder
is owned
by Party B.
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3
Article
15 Any
alteration of this agreement should be made through the consent of both parties
and finalized in written form. If one party hereto request for the alteration
regarding the right and obligations in the agreement, the other party hereto
should response within 15 days. Any delay or non-reply is deem as approval
of
the alteration hereunder.
Article
16 Both
parties agree on the compensation of the breach of this agreement. Any party
hereto who breach any article herein should pay the damages amounted RMB
0.5million.
Article
17
Within
the validity term of this agreement, both parties agree that Xx Xxxxxx Xxx
is
the respondent of Party A and Xx Xx Wen is the respondent of Party
B.
Any
change of the respondent should be notified in written form. The party who
fail
to notify the change hereunder should be liable for any loss arising from the
delay or non-notification of the change hereunder.
Article
18
Both
parties agree to cancel this agreement in the occurrence of the following
situations which make the performance of this agreement impossible:
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i.
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Force
Majeure; and
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ii.
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the
change of Regulation on Biological Product Registration of PRC and
other
laws.
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Article
19
In the
occurrence of the dispute arising from this agreement, both parties should
settle the dispute through negotiation and meditation first. Should the
aforesaid attempt to settle dispute fail, party hereto may settle the dispute
through:
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i.
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arbitration;
or
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ii.
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filing
a lawsuit in People’s Court.
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Article
20
Parties
here to have set forth no definition of terms in this agreement.
Article
21
Both
parties confirm the materials and documents in connection with this agreement
by
signature. Altogether, there are 2-page background materials and 10-page
documents regarding the original design and craft.
Article
22 Parties
hereto have no further requirements in this agreement.
Article
23 This
agreement is made in duplicate and both copy have same legal force.
Article
24
This
agreement shall become effective upon and from the date on which it is signed
and sealed.
4
Party
A:
Guangzhou Konzern Pharmaceutical Co., LTD
Representative:
Xx Xxxxxx Xxx
Date:
May
8, 2008
Party
B:
Hongyuan Pharmaceutical Technology Consulting Service Center of Yuexiu District
of Guangzhou
Representative:
Xx Xxxxx Xx
Date:
June 1, 2008
5
