技術(shù)合作協(xié)議-英文合同范本

1、技術(shù)合作協(xié)議（英文） - 合同范本 BETWEEN XXX (“XX” and ZHEJIANG XXX A limited liability comp XXX any incorporated under the laws of China, and located in (“XXXX” WHEREAS XXXX possesses the knowhow (“the Product Knowhow” as defined below for a process for the manufacture of the bulk unformulated active pharmaceutic

2、al ingredient XXXXXX. WHEREAS XXXX has the facilities, personnel, capacity and infrastructure necessary to manufacture the chemical compound XXXXXXXX, which is used as a chemical intermediate for manufacturing XXXXXX (“the intermediated” WHEREAS XXXX and XX desire that Jizhou shall transfer to XX th

3、e right to use the product Knowhow in accordance with the terms and conditions of this agreement; WHEREAS XXXX desires to supply XX with its requirements of intermediate which XX is willing to purchase from XXXX in accordance with the terms and conditions of this Agreement. NOW THEREFORE THE PARTIES

4、 AGREE AS FOLLOWS: 1. DEFINITIONS The preamble to this Agreement forms an integral part hereof. Clause headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the interpretation of this Agreement. All agreed upon annexes to this Agreement, whether

5、attached at the time of signature hereof or at any time thereafter, shall be construed as an integral part of this Agreement. In this agreement, the following expressions shall bear the meanings assigned to them below ad cognate expressions shall bear corresponding meaning: 1.1 “Affiliate-shall mean

6、 with respect to each of the parties, any person, corporation, company, partnership, joint venture or other entity controlling, controlled by or under common control with such party. For such purpose the term “control” means the holding of 50% or more of the common voting stock or ordinary shares in

7、, or the right to appoint 50% or more of the directors of, or the right to share in 50% or more of the profits of, the said corporation, company, partnership, joint venture, or entity. 1.2 “Effective Date”- shall mean the date on which this Agreement is signed by the latter of the parties to sign th

8、is Agreement. 1.3 “Product”- shall mean XXXXXX manufactured in accordance with the Product Knowhow received from XXXX using the Intermediate. 1.4 “Product Knowhow” shall mean any and all data, information, documentation, and/or knowhow related to the process for manufacture of the Product in possess

9、ion or control of XXXX, including without limitation, any analytical data and/or methods or procedure. 2. PRODUCT KNOWHOW XXXX shall provide XX upon the Effective Date a complete written technical package containing the Product Knowhow. XX shall have the irrevocable right and license to use the Prod

10、uct Knowhow. 3. SUPPLY AND PURCHASE OF INTERMEDIATE XXXX undertakes to manufacture the intermediate in accord ance with the terms and conditions of this Agreement and to supply XX with its requirements of the Intermediated in accordance with XX firm orders pursuant to clause 6 below. XX undertakes,

11、subject to clause 6 and 7, to purchase its requirements of the Intermediate that are to be used for manufacturing the Product Knowhow, only from XXXX. 4. MANUFACTURE OF INTERMEDIATE 4.1 XXXX represents and warrants to XX that all intermediate supplied by XXXX hereunder shall be manufactured and supp

12、lied by XXXX to XX or its nominee in strict accordance with (I the specifications to be agreed to by the parties before the commencement of supply and when agreed to be attached hereto as Annex A (“the Specifications” 4.2 Each shipment of Intermediate supplied hereunder by XXXX shall be accompanied

13、by a packing list, inspection certificate by and authoritative mutually recognized organization and a certificate of analysis signed by a representative of XXXX for each batch. 5. ORDERS AND PRICE 5.1 XX shall provide to XXXX at least forty five (45 days in advance a firm order setting forth XXs tot

14、al requirements of Intermediated. The order shall state in detail the quantities of Intermediate ordered, dates for delivery of the intermediated, and reasonable instructions for shipping and destinations. XXXX undertakes to deliver such quantities of Intermediate ordered by XX in accordance with th

15、e terms and Instructions set forth in each such firm order. 5.2 XXXX and XX shall from time to time set the price of the intermediate based upon their good faith discussions, provided that such price: a. is competitive with the world market price of the intermediate; b. shall be such that the Produc

16、t manufactured by XX using such intermediate can be sole at a price which is competitive with the world market price of the Product; 6. FAILURE TO SUPPLY If XXXX fails to supply XX its requirements of the intermediate for any continuous three (3 month period or for three (3 months in the aggregate d

17、uring any one calendar year, including without limitation, due to a force majeure event, XX shall have the right to source the intermediated from a third party without penalty. 7. TERM AND TERMINATION OF AGREEMENT 7.1 This agreement shall have an initial term of ten (10 years from the Effective Date

18、. The initial term shall be extended automatically for additional successive two (2 year terms unless either one of the parties hereto will have sent the other party a written notice indicating that the first party dose not wish the Agreement to be extended. Such termination notice shall be given at

19、 least six (6 months prior to the end of initial term of renewal term, as the case may be. 7.2 Either party may terminate this agreement for a material breach of any term or condition of this agreement, by the non-breaching party providing the breaching party written notice, specifying the breach ro

20、lled on, and affording the breaching party sixty (60 days to cure such breach. If the breach has not been cured at the end of sixty (60 days period, then, upon notice thereof to the breaching party by the non-breaching party, this Agreement shall terminate. 7.3 Either party shall have the right to t

21、erminate this Agreement at any time during the term of this Agreement in the event that it shall in good faith form the opinion that the continuation of this agreement as contemplated hereunder is not commercially viable, such termination to the other party. 8. CONSEOUENCES ON TERMINATION In the eve

22、nt of termination of this Agreement for whatever reason (by expiration of term or otherwise (I neither party shall be entitled as a result of such termination to any compensation or damages or other payment from the other payment from the other. 10. CONFIDENTIALITY Each party agrees that it will kee

23、p the existence of this Agreement and the terms and conditions contained herein secret during the term of this Agreement and for a period of five (5 years after its termination. 11. MISCELLANEOUS 11.1 This Agreement does not constitute either party as the agent or legal representative of the other f

24、or any purpose whatsoever 11.2 Except for XX to Affiliates, neither party may, without the written consent of the other, assign, mortgage charge (otherwise that by floating charge or dispose of any of its rights hereunder or subcontract or otherwise delegate any of its obligations under this Agreeme

25、nt, during or after the duration of the present contract. 11.3 Any dispute between the parties shall be referred to arbitration to be conducted under the Rules of China International Economic and Trade Arbitration Commission. The parties agree that the arbitration as aforesaid shall be conducted in

26、Shanghai, China. And the substantive law to be applied by the arbitrator in considering and resolving the dispute referred to arbitration in terms hereof, shall be the Chinese law. The parties further agree to exclude any right of application or appeal to any courts arising in the course of such arb

27、itration and with respect to any award made in such arbitration, which award shall be final and binding on the parties. If to XX 5 Basel Street, Petah Tiqva 49131, Israel Attention: Vice President, API Division Telephone: 972-3-9267338 facsimile:972-3-9267477 If to XXXX: Waisha 99#, Jiaojiang, Taizh

28、ou, Zhejiang,318000, China Attention: Vice President, Sale Dept. Telephone: 0086-576-8827561 Fax: 0086-576-8827681 Or to such other addresses or facsimile numbers as either party shall designate by notice, similarly given, to the other party. Notices or written communications shall be deemed to have

29、 been sufficiently made or given if by air courier or by facsimile with confirmed transmission, within 3 days of such transmission or if by first class airmail within 10 day s of being sent. 11.4 Should any part or provision of the Agreement be held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provision shall, provided that it does not go the essence of this Agreement, be replaced with a revision which accomplishes to the extent possible, the