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COLLABORATIVE AGREEMENT
Made and entered into as of this 29th day of December 2015
("the Effective Date")
BioLite Inc., a company incorporated under the laws
of Taiwan and having its principal place of business at 3rd Floor, 248, Nei-Hu Road, Sec. 1, Taipei, 11493 Taiwan ("BioLite")
American BriVision Corporation, a company
incorporated under the laws of USA and having it principle place of business at 11, Sawyer Park Drive, Goshen, New York 10294 USA
WHEREAS, BioLite has been granted licensing rights
and/or established its own technology to develop and use proprietary technology and confidential information for the following
products ("Product"):
BLI-1005 CNS-Major Depressive
BLI-1008 CNS-Attention
Deficit Hyperactivity Disorder
BLI-1401-1 Anti-Tumor Combination
Therapy-Solid Tumor with Anti-PD-1
BLI-1401-2 Anti-Tumor Combination
Therapy-Triple Negative Breast Cancer
BLI-1501 Hematology-Chronic
Lymphocytic Leukemia
And their related intellectual property rights,
and has developed them for medicinal use in collaboration with outside researchers.
WHEREAS, ABVC is a biotech company, and is in
the business of research, development and marketing of, among others, new drugs and innovative medical devices;
WHEREAS, ABVC is willing to collaboratively develop
and commercialize Product in certain Territory (as defined hereafter);
WHEREAS, the Parties agree to jointly cooperate
and commercialize Product in such Territory and enter into the Collaborative Agreement. The parties agree this jointly Collaborative
Agreement will be led by ABVC. Herein, it is agreed as follows:
1. Definitions and Interpretation
1.1 "Confidential Information" shall mean all confidential,
proprietary, trade secret, or non-public information, data and experience, whether of scientific, technical, engineering, operational
or economic nature, disclosed by one of the Parties (the "Disclosing Party") to the other Party (the "Recipient")
for the purpose of this Collaborative Agreement.
1.2 "Confidential Materials" shall mean any document,
diskette, tape, writing or other tangible item to the extent that such item contains or embodies any Confidential Information,
whether in printed, handwritten, electronic, coded, magnetic or other form and whether delivered by a Disclosing Party or made
1.3 "Data" shall mean any and all research data,
technical data, test and development data, CMC (chemistry, manufacturing and control), pre-clinical and clinical data, formulations,
processes, ideas, protocols, regulatory files and the like which are developed by either Party under the Development Program in
connection with its performance of this Collaborative Agreement.
1.4 "Field" shall mean drug and therapeutic
use of the Product based upon the Health Registration Approval and in no event include the use of the Product for functional food,
health food nor health supplement.
1.5 "Intellectual Property" shall mean any patent,
copyright, mask work, trade secret, trademark or other proprietary right; including, without limitation, all domestic and foreign
applications and registrations therefore, and all renewals and extensions relating thereto; with respect to patent application
and patents, all domestic and foreign divisional, continuations, continuations-in-part, substitutions, reissues, re-examinations,
renewals and extensions relating thereto; all goodwill associated therewith, and all benefits, privileges, causes of action and
remedies relating to any of the foregoing proprietary rights (including, without limitation, the right to use for all past, current
or future infringements or violations of the foregoing proprietary rights, and the right to settle and retain proceeds from any
1.6 "Territory" shall mean North America (USA and
2. Agreement Grants to ABVC.
BioLite hereby grants sole licensing rightsto ABVC, in the
Field and in the Territory under the Intellectual Property, Confidential Information, Data and Trademark, to develop Product.
3. Milestone Payment
3.1 Total payment shall be One Hundred (100) Million
USDollars (non-refundable, before tax), paid in cash or stock ofABVC with equivalent value.
3.2 The payment shall be paid according
to the following milestones:
3.2.1 upfront payment shall upon the signing
of thisCollaborative Agreement: 3.5% of total payment.
3.2.1.1 after receiving upfront payment from ABVC,
BioLite has to deliver all data to ABVC in one week.
3.2.2 upon the first IND submission, ABVC
shall pay, but no later than Dec. 15th, 2016: 6.5% of total payment.
3.2.2.1 after receiving second payment
from ABVC, BioLite has to deliver IND package to ABVC in one week.
3.2.3 at the completion of first phase
II clinical trial, ABVC shall pay, but no later than Sep.15th, 2017: 15% of total payment.
3.2.3.1 after receiving third payment from ABVC,
BioLite has to deliver phase II clinical study report to ABVC in three months.
3.2.4 upon the phase III IND submission, ABVC
shall pay,but no later than Dec. 15th, 2018: 20% of total payment.
3.2.4.1 after receiving forth payment from
ABVC, BioLite has to deliver IND package to ABVC in one week.
3.2.5 at the completion of phase III, ABVC
shall pay, but no later than Sep. 15th, 2019 : 25% of total payment.
3.2.5.1 after receiving fifth payment
from ABVC, BioLite has to deliver phase III clinical study report to ABVC in three months
3.2.6 upon the NDA submission, ABVC shall pay, but
no later than Dec. 15th, ABVC shall pay, 2020: 30% of total payment.
3.2.6.1 after receiving sixth payment from ABVC,
BioLite has to deliver NDA package to ABVC in one week
4. Royalty Charge: 5% of the net
The Parties agree that during the term of this Collaborative
Agreement and thereafter ten (10) years Confidential Information exchanged during the course of this Collaborative Agreement and
will be accorded confidential treatment and shall not be used for any other purpose than the performance of this Collaborative
Agreement and the exercise of the rights herein provided.
The Recipient's obligation hereunder shall not apply
(a) Information which is now or hereafter becomes part of
the public domain in other ways than by faults, acts or omissions of the Recipient;
(b) Information which the Recipient can show by sufficient
evidence was in its own possession prior to the time of receipt from the Disclosing Party or is independently developed by or for
the Recipient without reliance upon or use of any of the Disclosing Party's Confidential Information or Confidential Materials;
(c) Information which is required to be disclosed by statute
or governmental rule or regulation or by a court or administrative body.
Nothing herein shall prevent BioLite or ABVC from disclosing
any of such Confidential Information to the extent that (i) such Confidential Information is disclosed in connection with the securing
of the IND or NDA, (ii) such information is disclosed for the purpose of obtaining a governmental approval for the manufacture
and/or sale of or effectuating the development, marketing and promotion of any Product and/or API or (iii) such information is