Agreement, dated July 19, 2005

EX-10.2 3 w14690exv10w2.txt AGREEMENT, DATED JULY 19, 2005 Exhibit 10.2 REGISTRATION AGENCY CONTRACT ON PRODUCTS MED-ANGIN AND MED-BRONCHOL CONTRACT NO.: BMP/ Klosterfrau 20050622a PARTY A: MCM Klosterfrau Klosterfrau GmbH(Hereinafter referred to as "KLOSTERFRAU") Address: Gereonsmithlengasse 1-11 D-50670 Koln; Germany PARTY B: Beijing Med-Pharma Co., Ltd. (Hereinafter referred to as "MED-PHARM") Address: Room 2001, Capital Mansion, 6, Xinyuan South Road; Chaoyang District, Beijing 100004, China WHEREAS: - - Party A intends to register Med-angin and Med-bronchol in Chinese relevant administrations so that the products can be marketed in China. - - Med-Pharm provides professional agency services including registrations and clinical trials of medical products for foreign pharmaceutical companies. The company is able to assist Party A in applying for registration of Products such as Med-angin and Med-bronchol in China. THEREFORE: In order to register Products of Med-angin and Med-bronchol in the State Food and Drug Administration (SFDA) as soon as possible, the two parties, after friendly and serious negotiation, have entered into the following agreement. ARTICLE 1. NAME OF THE PROJECT AND COOPERATIVE AIM 1.1 Name: Application for registration of Products of Med-angin and Med-bronchol in SFDA 1.2 Aim: Party A hereby appoints party B as its consultant for the purpose of assisting Part A in obtaining "IMPORT DRUG LICENSE " for Products of Med-angin and Med-bronchol by the end of 2008. ARTICLE 2. RIGHTS AND OBLIGATIONS OF PARTY A 2.1 To offer "Power of Attorney on Product Registrations" to Party B; 2.2 To preliminarily clear up all technical materials and samples of the registered products and offer them to Party B as soon as possible according to "Materials on Import Biological Products Application" by request of SFDA; 2.3 To cooperate with Party B actively and to offer required information include but not limited to supplementary documents, medicine packages and showpieces of labels in respect of information and advice provided by Party B and the instructions of SFDA; 2.4 To pay on time for the proceeding of the registration in order that registrations can go smoothly. The details are stipulated in appendix 1; 2.5 If SFDA requires visit and examine KLOSTERFRAU manufacture in Germany, the expenditure should be borne by Party A; 2.6 Party B should not be responsible for the failure of the registrations if party A refuses to follow the provisions of SFDA and tests of product quality and clinical efficacy are not in accordance with the standards and requests of SFDA; ARTICLE 3. RIGHTS AND OBLIGATIONS OF PARTY B 3.1 To start working upon receiving the first payment; 3.2 To provide list of the materials and documents required by registration application to Party A and to approach the relevant evaluation experts for professional opinion or to organize "product registration appraisal meeting" in time after receiving the above-mentioned materials so that the application can go smoothly; 3.3 To translate and clear up all materials and submit them to involved administrations following the instructions of SFDA; 3.4 To keep in touch with examining section and evaluation experts related to SFDA in different phases of application, and to coordinate different relations actively and to track and urge the registration; 3.5 To inform Party A of the development of the registration and relevant information periodically; 3.6 The registration is carried on phase and the fees are paid accordingly. The paid-up money will not be refunded. ARTICLE 4. SECURITY ARTICLES The two parties are obliged to keep secret all relevant information, technique documents, business secrecy and know-how got from the other. Each should never use them or disclose them to third parties without the other's authorization. ARTICLE 5. TERM OF THIS AGREEMENT This agreement will be terminated automatically with the achievement of the captioned registrations and Party A's pay-off. ARTICLE 6. LIABILITY FOR BREACH This agreement will govern the relationship between the two parties as long as the two parties come to it. Each should not modify or terminate it without notifying the other. The party, who breaches the clauses of this contract, should pay the other 30 percent of all disburse as compensation for such breach. ARTICLE 7. APPLICABLE LAW This contract should be governed by PRC's law. ARTICLE 8. SETTLEMENT OF DISPUTES Matters concerned and unsettled shall be settled through friendly negotiations between the parties. The proceedings, on which the parties come to an agreement, shall be confirmed in the form of memorandum. As attachment to this contract, this memorandum is an inseparable part of the contract and equal to the contract in legal effect. If the dispute cannot be settled through negotiations, the dispute shall be submitted to CIETAC which shall make a final decision in accordance with the arbitral rules thereof. This contract has four copies and each party has two. This contract shall come into effect on the date when the authorized representative of each of the parties of the parties signs on it. SUBSCRIBERS OF CONTRACT PARTY A: MCM Klosterfrau Klosterfrau GmbH Signature and Seal: /s/ Dr. Josef Hansen Friedrich Neukirch ppa. Dr. Josef Hansen Date: 7/19/05 /s/ Friedrich Neukirch MCM Klosterfrau GmbH & Co Koln-Mitte PARTY B: Beijing Med-Pharm Co., Ltd. (Seal) Gereonsmithlengasse 1-11 50670 Koln Signature and Seal: [ILLEGIBLE] Brief: Postfach 10 21 55 50461 Koln Date: 7/11/05 [SEAL] APPENDIX I : CHARGE STANDARD AND MANNER OF PAYMENT PARTY A: MCM Klosterfrau Klosterfrau GmbH (Hereinafter referred to as "KLOSTERFRAU") Address: Gereonsmithlengasse 1-11 D-50670 Koln; Germany PARTY B: Beijing Med-Pharm Co., Ltd. (Hereinafter referred to as "MED-PHARM") Address; Room 2001, Capital Mansion; 6, Xinyuan South Road; Chaoyang District, Beijing 100004; China ITEM NAME: Products of Med-angin and Med-bronchol Registration Agency CONTRACT NO.: BMW/Klosterfrau 20050622a CONTRACTING DATE: 19.07.2005/Changed: 12.09.2005 CHARGE STANDARD: In consideration for the services provided under this Contract, Part B shall get the aggregate fixed sum of USD One Hundred and Twenty Thousand ($120000)("Fee"), The fees don't include SFDA's officers and the evaluation experts' travel and visit to the manufacture in Germany. The fees shall be paid as follows:
MONEY ITEM Unit: US$ PAYMENT TIME - -------------------------------- --------- ---------------------------------------------------- Registration Project Med- 35,000 $ Party A should pay in a week after contracting angin and Med-bronchol 35,000 $ Party A should pay in a week after submission Expenditure of the application to SFDA 30,000 $ Party A should pay in a week after QC analysis started QC analysis 15,000 $ Party A should pay in a week after NICPBP check and accept product samples Organizing on clinical trial party A should pay in a week after receiving "Approval Document for Clinical Trial of Import Biological Product", the sum of money is about $220,000.00 including the service charge to Party B in the ratio of 10% on the total expenditure of clinical trial on the basis of negotiation with the SFDA and Chief investigator. Taking IDL 5,000 $ Party A should pay the final payment in a week after receiving the certificate of "IMPORT DRUG LICENSE" IN CHINA For Med-angin and Med-bronchol from Party B. SUM TOTAL 120,000 $