Exhibit 10
AGREEMENT
BETWEEN :
IMMUNO JAPAN INC.,
of Nissei BLDG. 8F, 1-1-10
Koraku, Bunkyo-Ku, Tokyo, Japan 112-0004,
a
corporation constituted under Japanese
law and
represented herein by its duly authorized
officer as he so
declares;
(hereinafter “ IJI”
)
AND:
VIROPRO PHARMA INC
. ,
of the city of Montreal,
province of Quebec, a subsidiary of
Viropro, Inc.
incorporated under the laws of the
Province of Quebec,
Canada, having its address at 4480 rue
Côte-de-Liesse,
Suite 355, Montréal PQ, H4N 2R1
and represented herein
`by its duly authorized officer as he so
declares;
(hereinafter “
Viropro” )
WITH THE INTERVENTION
OF:
VIROPRO, INC
. ,
of Jersey City, state of New Jersey, a
corporation incorporated under the laws
of Nevada, US,
having its principal executive offices at
address at4480
rue Côte-de-Liesse, Suite 355,
Montréal PQ, H4N 2R1
and represented herein by its duly
authorized officer as he
so declares;
(hereinafter “ Viropro,
Inc.” )
WHEREAS IJI possesses technology for the production and
development of products (hereinafter the " Products ")
described herein;
WHEREAS Viropro desires to market and produce these products
in the territories granted through this agreement (hereinafter the
" Territories ");
NOW THEREFORE, in consideration of the mutual covenants and
conditions herein contained, and intending to be legally bound
hereby, the parties mutually agree as follows:
EXCLUSIVE
LICENCE
1.
IJI hereby grants an exclusive licence to
Viropro to market and produce the Products described herein in the
Territories. The Territories shall include: Latin America,
Thailand, China, Taiwan, Singapore and South Africa.
PRODUCTS
2.
The Products shall comprise, but not
be limited to, the following:
·
Recombinant Human Interferon alpha-2a
(rHulFN-a 2a) and alpha-2b (rHulFN-a 2b)
·
Recombinant Human granulocyte colony
stimulating factor (rHuG-CSF);
·
Recombinant Human granulocyte macrophage
colony stimulating factor (rHuGM-CSF);
·
Interleukin 2
·
EPO
(erythropoietin)
It is understood that if new products are
required by customers in the Territory, IJI will be provided the
opportunity to perform the necessary development. Once agreed, the
cost of said development would be borne by Viropro.
TECHNOLOGY
TRANSFER
3.
IJI will transfer to Viropro or its
designee, with minimum delay, the technology necessary to produce
the Products described herein.
4.
The parties agree to provide any
improvements, made by one party or the other, to the Product
technology (hereinafter the "Technology”) to the other
party at no additional cost. However, ownership of the improvements
shall remain with the party that developed the
improvements.
5.
The process that will be followed for
transferring the Product technology is described as
follows:
·
IJI will work with Viropro to define and
cost out a technology transfer program.
·
Viropro, with direct support from IJI,
will negotiate the technology transfer with the customer or
partners.
·
Viropro will subcontract the prime
technology transfer elements to IJI.
·
IJI will deploy technical personnel to
the customer who will provide necessary know-how and expertise to
enable the customer to locally produce cell cultures and Master
Cell Lines.
·
IJI will provide customers with product
upgrades and technological updates reflecting any product evolution
performed by IJI on the Products. IJI will not be responsible for
the purification process of recombinant proteins.
COMMERCIALIZATION
AND PRODUCTION
6.
Viropro shall commit its best efforts to
commercializing the Products in the Territories as soon as
possible;
7.
Viropro shall not sell, produce or
commercialize competing products in the Territories other than
those derived from IJI technology;
8.
If Viropro decides not to produce the
Products itself or through sub-licence, it will have the option of
obtaining the Products from IJI at the same or better prices and
conditions of IJI’s most favoured customers. In the
event that IJI is unable to provide the Products as required by
Viropro for the Territory, Viropro will be free to acquire
competing products on the open market.
9.
Viropro shall be entirely free to
structure its business undertakings and conduct its sales
activities and promotions of the Products in the Territories.
Further, Viropro is granted the right to sub-licence, assign or
partner under its own discretion. Copies of sub-licences and all
other pertinent agreements shall be provided to IJI.
COMPENSATION
10.
In consideration of the foregoing,
Viropro, Inc. will issue to IJI common shares as
follows :
·
Five-hundred thousand (500,000) shares
upon signature of this agreement;
·
Five-hundred thousand (500,000) shares
upon completing the first sale of one of the Products or
sub-license.
Viropro, Inc. undertakes to register the
common stock as free-trading on a best-effort basis.
11.
In addition to the issuance of shares
iterated above, Viropro will provide IJI with a royalty of fifteen
percent (15%) on all net sales of the Products. Net sales are
defined as the gross sales amount less applicable sales tax, volume
or promotional discounts, sales commissions, and reasonable sales
costs. The net sales formula will also apply to products sold
through sub-licensees or other parties.
12.
Royalties owing will be calculated on a
quarterly basis with each sales period ending the last day of each
of the following months: February, May, August and November.
Royalties will be paid no later than sixty (60) days following the
end of each quarterly sales period.
13.
A written report detailing the basis for
calculating royalties will be submitted to
