Attached files
| file | filename |
|---|---|
| 10-K - SKYSTAR BIO-PHARMACEUTICAL CO | v179475_10k.htm |
| EX-32.1 - SKYSTAR BIO-PHARMACEUTICAL CO | v179475_ex32-1.htm |
| EX-32.2 - SKYSTAR BIO-PHARMACEUTICAL CO | v179475_ex32-2.htm |
| EX-31.2 - SKYSTAR BIO-PHARMACEUTICAL CO | v179475_ex31-2.htm |
| EX-31.1 - SKYSTAR BIO-PHARMACEUTICAL CO | v179475_ex31-1.htm |
| EX-10.17 - SKYSTAR BIO-PHARMACEUTICAL CO | v179475_ex10-17.htm |
(English
Translation)
Contract
Registration No. 20096101021102
Technical
Cooperation Agreement
|
Name of
Project:
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Cooperative Research of Aquaculture Vaccine Technology |
|
|
|
| Party A: | Xian Tianxing Bio-Pharmaceutical Co., Ltd. (stamp) |
| Party B: | China Fourth Military Medical University (stamp) |
| Place of Execution: | Xi’an, Shaanxi Province, China |
| Date of Effective: | September 23, 2009 |
|
Term of
Validity:
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From
September 23, 2009 to the date when the performances under the terms of
the Agreement are complete.
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Pursuant to the Contract Law of the
People’s Republic of China, the Patent Law of
the People’s Republic of China and other related
laws and regulations, and based on Party A’s knowledge of Party B’s background of science and technology
research, Party A and Party B hereby enter into
the Technical Cooperation Agreement (the “Agreement”) on research and development
project of aquaculture vaccine
technology (the
“Project”):
Article I.
The Parties
Party A:
Xian Tianxing Bio-Pharmaceutical Co., Ltd.
Party B:
China Fourth Military Medical
University
(Collectively, the “Parties”)
Article II.
Background
As the Parties commence on the application stage of
the scientific research of certain aquaculture vaccine
technology, the
Parties agree to work together in further research and development of the
technology so as to transform the fruit of scientific research into economic
profit of both Parties.
The cooperative research is on two patented technologies held by Party B, namely “Fish Disease Vaccine Kit” (Patent No. ZL00113923.1) and
“Fish Disease Monoclonal
Antibody Therapy” (Patent
No. ZL00113926.6) (collectively the “Technologies”). The Technologies are able to diagnose and cure fish
diseases caused by certain type of virus.
Based on
the research and development plan proposed by Party B, Party A agrees to provide
a research fund of RMB 6,000,000 for the Project. Such fund will also cover the
process of applying the drug license and governmental approvals for the
manufacture and sales of the end products.
Article III. Rights and
Duties of the Parties
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1.
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Party
A shall provide the research fund to Party B for research and development
of the Technologies.
|
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2.
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Party
A shall be responsible for documentation of information and materials
related to the Technologies, application for drug licenses, manufacture
and sales of the end products.
|
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3.
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Party
B shall complete the clinical trials and the regional testing of the
Technologies so as to meet the standard of patentable
technologies.
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4.
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Party
B shall train the technical personnel of Party A to operate the
manufacturing process.
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Article IV.
Payment
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1.
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Party
A shall pay the research fund of RMB 6,000,000 in installments. The fund
shall be wired to Party B’s account
below:
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Beneficiary:
China Fourth Military Medical
University
Bank Account: Industry and Commerce Bank
of China, Gongyuan Road Office
Account No.
_________________________
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2.
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Installments
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(1)
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Within
10 business days of the effective date of the Agreement, Party A shall pay
RMB 1,000,000 as the start-up fund for the
Project.
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(2)
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After
the clinical trials and regional testing for the Fish Disease Vaccine Kit
are complete, Party B shall deliver the research documents and materials
to Party A. Party A shall pay RMB 3,200,000 within 10 business days of the
delivery date.
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(3)
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After
the clinical trials and regional testing for the Fish Disease Monoclonal Antibody
Therapy are complete, Party B shall deliver the research documents and materials to Party A. Party A
shall pay the remaining RMB 1,800,000 within 10 business days
of the delivery
date.
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V. Intellectual
Property
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1.
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Both
Parties are entitled to apply for state innovation fund and industry fund
(Party A shall be the first applicant and Party B shall be the second
applicant). The distribution of granted fund is subject to further
consultation between the Parties.
|
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2.
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Both
Parties are entitled to the right of authorship, the right of fame and the
right to apply for awards of the Project (Party B shall be the first right
holder and Party A shall be the second right
holder).
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3.
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Any
new patentable technology generated from the Project shall be jointly
owned by both Parties and shall not be transferred to a third party
without consent of both Parties.
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VI.
Confidentiality
The
Parties shall keep confidential all information and documents related to the
Project. The Parties are obliged to maintain confidentiality even upon any
amendment, cancellation or termination of this Agreement. If one party discloses
the confidential information and cause economic loss to the other party, the
disclosing party shall be liable for the monetary damages to the other
party.
VII. Breach of
Agreement
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1.
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The
Parties shall comply with the terms and conditions under this Agreement.
Except agreed otherwise under this Agreement, any party who breaches the
Agreement shall be liable pursuant to the Contract Law of the People’s
Republic of China.
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2.
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If
Party A fails to provide the research fund as provided by this Agreement,
Party B shall have the right to suspend its performance under this
Agreement upon written notice to Party A. Party B shall continue its
performance if Party A pays the research fund within 30 days of the notice
date; otherwise Party B may terminate the Agreement and keep the fund that
has already been paid.
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VIII.
Waiver
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1.
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If
any party is rendered unable to perform such party’s obligations under
this Agreement by some unforeseen event beyond the control of such party
(such as the outbreak of war, natural disaster, or a major change of
national or military policies), such party shall notify the other party
within 15 days upon the occurrence of the event, if possible, and provide
proof of such event and such party’s inability to perform within one month
from the occurrence of the event. Depending on the degree of such event’s
impact on the performance of this Agreement, the Parties may agree through
consultation to terminate the Agreement, or exempt the affected party from
some of its obligations, or delay the performances under the
Agreement.
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2.
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If
the Project cannot be complete due to the limit of the current level of
science and technologies, both Parties may be exempted from their
obligations under this Agreement through
consultation.
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IX.
Miscellaneous
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1.
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Party
B shall make certain that there is no defect to the title of the patented
Technologies. Party B shall be liable for any claim of patent title raised
by a third party and any damage caused to Party
A.
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2.
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Party
B shall make certain that its research activities are in line with all
requirements of the study of patentable
technologies.
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3.
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After
obtaining drug license issued by the Ministry of Agriculture, the Parties
shall further consult the matters concerning the transfer of
technologies.
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X. Term and Execution of
Agreement
This
Agreement is executed in the city of Xi’an and shall remain in effect until the
performances under this Agreement are complete.
XI. Dispute
Resolution
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1.
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Due
to the complexity and duration of the Project, the Parties may enter into
supplemental agreement for any unsettled matters. Such supplemental
agreement shall become an indivisible part of this Agreement and shall
have the same effect as this
Agreement.
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2.
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The
Parties shall try to resolve any dispute arising from this Agreement
through consultation or mediation. If the Parties prefer not to consult or
mediate, or if no resolution can be reached through consultation or
mediation, the Parties may submit the dispute to the Arbitration Committee
located in Xi’an.
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XII. Effect of the
Agreement
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1.
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This
Agreement shall become effective upon execution by the legal
representatives of the Parties. Both signatures and official seals are
required for executing this
Agreement.
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2.
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This
Agreement is executed into six duplicates. Each party holds three
duplicates. All duplicates shall have the same legal
effect.
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