EXHIBIT 10.2
Portions of this Exhibit were
omitted and filed separately with the Secretary of the Commission
pursuant to an application for confidential treatment filed with
the Commission pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934. Such omissions are designated as ***.
AGREEMENT BETWEEN SHIJIAZHUANG
PHARMACEUTICAL GROUP
COMPANY, LTD. AND UNIGENE
LABORATORIES, INC.
This Agreement (the “
Agreement ”), dated as of April 23, 2008, is
entered into by Shijiazhuang Pharmaceutical Group Company, Ltd., a
legal person established under the laws of the People’s
Republic of China (“ SPG ”), and Unigene
Laboratories, Inc., a corporation under the laws of the State of
Delaware in the United States (“ Unigene
”).
WHEREAS, SPG and Unigene previously
entered into that certain Joint Venture Contract, dated
June 15, 2000 (the “ Joint Venture Agreement
”) pursuant to which they formed an equity joint venture in
Shijiazhuang (the “ JV ”);
WHEREAS, SPG and Unigene now wish to
enter into this additional agreement regarding certain related and
separate matters; and
WHEREAS, the SPG and Unigene are
entering into a technology transfer agreement (the “
Technology Transfer Agreement ”).
NOW, THEREFORE, in consideration of
the covenants, representations and warranties set forth herein, and
for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
Phase I
Establish the SPG Unigene
Biotechnology Research Institute (The “ Institute
”) with a Registered Capital of ***. Unigene shall contribute
*** and SPG shall contribute ***.This legal entity will *** to
continue the IDP registration for Injectable and Nasal sCT as well
as to develop the joint venture initial marketing strategy and to
establish and supervise building the distribution network in China.
The Institute will also be responsible for overseeing the planning
and development of the cGMP Manufacturing Facilities planned for
Phase II. The manufacturing facility will be designed and operated
under standards that are compliant with FDA regulations regarding
cGMP manufacturing. The Institute will also be responsible for ***
as well as its possible ***.
The Institute will be the legal
entity that will apply for Government Grants for New Drug
development in China. Any grants obtained from the Government shall
be used solely for research purposes and the funds will be credited
to the parties according to their equity participation (SPG 55% and
Unigene 45%). Any contribution by either party (SPG or Unigene) to
The Institute including but not
limited to the registered capital of The
Institute will be credited as their respective cash contribution
obligation for the JV.
The Institute shall serve as the
research platform for
