Exhibit 10.24
Portions redacted
* Certain information on this page has been
omitted and filed separately with the
Securities and Exchange Commission.
Confidential treatment has been requested
with
respect to the omitted portions.
TECHNOLOGY TRANSFER AGREEMENT
Made this 18 day of April, 2002
BETWEEN
Shanxi Weiqida Pharmaceutical Co., Ltd., herein represented by
Mr. Yanlin Han,
hereinafter referred as "SW" , is a company
registered under the laws of CHINA
AND
Alpha Process Trust Reg., herein
represented by Giorgio
Calogero, hereinafter
referred as "AP", is a company registered
under the laws of LIECHTENSTEIN
1. PREAMBLE
1.1 SW is dedicated to set up a plant ("Plant") in China to produce
Cephalosporin C Potassium or Cephalosporin C Sodium ("the
Product"), a
pharmaceutical chemical intermediate;
1.2 AP possesses the latest industrial technology to produce "the
Product".
1.3 AP has agreed to supply to SW the
process know-how and
assistance to
realize the production
at SW Plant of the Product by using the latest
technology it possesses.
1.4 The parties therefore agree that
AP shall supply such process Know-how
including the process and technical assistance to SW on the
following
terms and conditions.
2. PRODUCTS AND PROCESSES
2.1 The Products covered by this
Agreement is Cephalosporin C Potassium or
Cephalosporin C Sodium
2.2 The final Product, Clavulanate Potassium, will comply with the
specification of Appendix 1 (a) and 1 (b).
3. Plant
The plant will
be designed by AP in accordance with 9 (nine) fermentors of
156 m3, and will
meet the production capacity of 1,044,000 kg Cephalosporin
C per year (365
days).
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4. Technology and Services
Supplied by AP
AP will
supply:
4.1 Fermentation process and relevant
maintenance documents
to ensure the
production in industrial plant and laboratory.
4.2 Detailed step-by-step description of the process (fermentation,
extraction, and
recycling)
in industrial plant production and
laboratory.
4.3 Specification in the process of
production.
4.4 List and specifications of all equipment (equipment construction
drawings provided by the relevant manufactures)
4.5 Assistance in equipment procurement from different international
suppliers.
4.6 Analytical methods and quality
specification for raw materials, finish
products and intermediates.
4.7 Preliminary construction drawings for workshop, and layout for
equipment installation
(detailed drawings for
all workshops provided
by a local design institute).
4.8 Preliminary flow-sheets of the process (detailed flow-sheets and
installation drawings provided by local design institute).
4.9 Inspection during equipment
installation.
4.10 Inspection
during pilot validation.
4.11
Requirements and specifications of utility systems.
4.12 Preliminary
project information,
technical parameters, and process of
dissolvent recycling.
4.13 List
and specifications of laboratory equipment ( about 3/5 m3
fermentor and extraction equipment in laboratory size).
4.14 Process
improvement and
technology development
within 2 years
after
starting production.
4.15 A project
team to cooperate with SW.
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5. Verification Technical
Parameters
In case that SW
follows all AP's instruction and technology supplied by AP
under this
Agreement, SW shall
obtain the following
production
technical
parameters:
5.1 Technical Parameters
Following AP's
process, SW shall obtain the following technical
parameters:
Fermentation yield =
more than * * * kg product per m3 per fermentor
per month
Extraction yield = more than * * *
5.2 Guaranteed Parameters:
AP guarantees that SW shall obtain the following parameters:
5.2.1 Fermentation of
Cephalosporin C: more
than * * * kg product
per m3 per fermentor per month
5.2.2 Extraction
yield: more than * * * kg of Cephalosporin C
Potassium from *** kg Cephalosporin C
5.2.3 Extraction yield
of Cephalosporin C Sodium is equal to * * *
of Cephalosporin C Potassium
5.3 The Cephalosporin C Potassium
produced with AP's technology shall meet
the standards specified in Appendix 1.
5.4 The quantities of raw materials
necessary for the production of 1kg of
Product are specified in Appendix 2.
5.5 The times of AP personnel
visiting SW Plant are
specified in Appendix
3.
6. SERVICES TO BE PROVIDED BY
SW
SW will provide
or perform following services at no cost to AP.
6.1 Organize a project team with
engineers, chemists
and biologists which
shall receive and use
the process
documentation supplied
by AP. The
number of the persons
of the team may be
increased to meet future
requirement.
*** CONFIDENTIAL MATERIAL REDACTED
AND SEPARATELY FILED WITH THE COMMISSION.
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6.2 Purchase in due time all the
equipment in
accordance with the
lists,
specifications and
relevant drawings of such equipment which shall be
confirmed by AP. Procure all relevant services to finalize the
design
regarding civil
engineering and
installation of the equipment. Such
design should be based on the basic documentation and specifications
as provided by AP under this Agreement.
6.3 Procure in due time all the raw
materials and reagents of the required
specifications for production and laboratory test.
6.4 Arrange jobs in accordance with
the specifications
supplied by AP, so
that at the various phases of the implementation of the project,
the
personnel which is
required by AP, is
available and trained in due
time to be familiar with project, equipments, and instruments. The
personnel referred to above include engineers, chemists,
technicians,
foremen and workers.
6.5 Equipment drawings will be
provided by manufacturer specified by
