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Title: |
Collaboration Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 6KB of 34KB total |
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Price: |
$37 |
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ID: |
#1037579 |
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with respect to the omitted portions.
COLLABORATION AGREEMENT
THIS AGREEMENT is made as of April 30, 2001,
BETWEEN:
Transworld Pharmaceuticals Corporation Inc., a company having offices
at Sassoon House, Shirley Street, Nassau, New Providence, Bahamas, and
Toray Trading Corp. a Cyprus company
("TPh / Toray")
AND:
Dragon Pharmaceuticals Inc., a corporation having an office at 543
Granville St., Vancouver, BC. Canada V6C lX8
("Dragon")
WHEREAS:
(A) Transworld Pharmaceuticals Corporation, together with Toray, having
control and ownership of certain intellectual property, to whit: methods of
formulation of purified bulk recombinant Human erythropoietin (rHu EPO) with
recombinant Hyaluronic Acid (rHA), for the achievement of a novel slow-release
formulation of rHu EPO.
(B) TPh / Toray has agreed to grant certain rights to Dragon to
manufacture and sell the Product in a specified market, and to manufacture the
product on a fee-for-service basis for sale to TPh / Toray;
THIS AGREEMENT WITNESSES that in consideration of $1 paid and other
consideration given, by each party to each other party, the receipt and
sufficiency of which each party acknowledges, the parties severally AGREE as
follows:
PART l
DEFINITIONS AND INTERPRETATION
Definitions
1.1 In this Agreement, except as otherwise expressly provided or as the
context otherwise requires:
(a) Affiliate of a party means a corporation or entity that, directly or
indirectly, controls, is under common control with or is controlled by the
specified party;
1
<PAGE>
(b) current GMP means current good manufacturing practices as determined
by the World Health Organization;
(c) Indication means the use of the Product to treat a particular
condition as described in Schedule A;
(d) Marketing Approval has the meaning set out in ss.2.9;
(e) Product means the formulation of rHu EPO and rHA achieving a novel
slow release formulation
(f) Purchase Orders has the meaning set out in ss.4.5
Interpretation
1.2 In this Agreement, except as otherwise expressly provided or as the
context otherwise requires,
(a) "this Agreement" means this agreement as from time to time
supplemented or amended by one or more agreements entered into pursuant to
the applicable provisions of this Agreement,
(b) a reference to a Part is to a Part of this Agreement, and the symbol
ss. followed by a number or some combination of numbers and letters refers
to the section, paragraph, subparagraph, clause or subclause of this
Agreement so designated,
(c) headings are solely for convenience of reference and are not intended
to be complete or accurate descriptions of content or to be guides to
interpretation of this Agreement or any part of it,
(d) the word "including", when following a general statement or term, is
not to be construed as limiting the general statement or term to any
specific item or matter set forth or to similar items or matters. but
rather as permitting the general statement or term to refer also to all
other items or matters that could reasonably fall within is broadest
possible scope,
(e) an accounting term not otherwise defined herein has the meaning
assigned to it, and every calculation to be made hereunder is to be made,
in accordance with accounting principles generally accepted in the United
States applied on a consistent basis,
(f) a reference to currency means United States currency,
(g) a reference to a statute includes all regulations made thereunder, all
amendments to the statute or regulations in force from time to time, and
every statute or regulation that supplements or supersedes such statute or
regulations,
(h) a reference to an entity includes any successor to that entity,
(i) a word importing the masculine gender includes the feminine and
neuter, a word in the singular includes the plural, a word importing a
corporate entity includes an individual, and vice versa,
2
<PAGE>
(j) and a reference to "approval", "authorization" or "consent" means
written approval, authorization or consent.
PART 2
GRANT OF LICENSE
License
2.1 Subject to the terms of this Agreement, TPh / Toray hereby grants to
Dragon an exclusive license to manufacture and sell the Products in the Market
Area for treatment of the Indications. Additionally, Dragon is to be the sole
manufacturer of the product for markets both within its territory, as well as
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