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Collaboration Agreement

 

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Title:

Collaboration Agreement

Entities:

Dragon Pharmaceuticals Inc.

Date:

2004

Size:

29KB total

Price:

$39

ID:

#1037607

 

 

► Licensing ► Collaboration Agreements
► Biotech & Drugs ► Pharmaceutical Preparations

 

 

Start of Preview


 

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


(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 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 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 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


(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 for territories in which TPh / Toray market the product.


 

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