- --------------------------------------------------------------------------------
Beijing Bio-Bridge Science Corporation Exclusive Sub-License Agreement
Bio-Bridge Science Corporation Page 1 of 3
- --------------------------------------------------------------------------------
EXCLUSIVE SUB-LICENSE AGREEMENT
WHEREAS Liang Qiao and Wei Shi, of 6526 Maxwell Drive, Woodridge, Illinois 60517
and 3436 South Union Avenue, #1F, Chicago, Illinois 60616, respectively, have
invented certain technology pertaining to PAPILLOMAVIRUS PSEUDOVIRIONS AS A
GENETIC VECTOR AND VACCINE ("the Technology"),
WHEREAS Liang Qiao and Wei Shi have assigned the entirety of their interest to
the Technology in all countries to Loyola University Chicago, of 2160 South
First Avenue, Maywood, Illinois 60153 (hereinafter referred to as "Loyola"),
WHEREAS Loyola has signed an exclusive license agreement with Bio-Bridge Science
Corporation of Scotia Center, 4th Floor, P.O. Box 2804, George Town, Grand
Caymen, Caymen Islands (hereinafter referred to as "Bio-Bridge") to use the
Technology in areas specified in the agreement.
WHEREAS Bio-Bridge herein sub-licensed the Technology at no charge (with no
royalities) to its subsidiary, Beijing Bio-Beijing Science Corporation of
Beijing, Tianzhu Export Processing Zone, the People's Republic of China
(hereinafter referred to as "Beijing Bio-Bridge ") to use the Technology within
China( Mainland China);
NOW THEREFORE, for good and valuable mutual consideration, the receipt of which
Bio-Bridge and Beijing Bio-Bridge hereby acknowledge, the following is hereby
agreed between Loyola and Bio-Bridge:
1. Bio-Bridge sub-licenses to Beijing Bio-Bridge an exclusive license to the
Technology within China ( Mainland China), which license includes the
following:
A. Beijing Bio-Bridge shall have the exclusive right to make, have made,
use, sell, and offer to sell the Technology within Mainland China.
B. Beijing Bio-Bridge shall have the exclusive right to file patent
applications for any aspect of the Technology, at Beijing Bio-Bridge's
expense but in the name of Dr. Liang Qiao and Dr. Wei Shi, within
Mainland China.
C. Beijing Bio-Bridge shall enjoy, as exclusive licensee, the full and
exclusive right to any patent that might issue in Mainland China on
any patent application concerning the Technology, but any such patents
shall be owned by Loyola. Beijing Bio-Bridge shall be responsible for
all expenses associated with maintaining any such patents in force.
- --------------------------------------------------------------------------------
Beijing Bio-Bridge Science Corporation Exclusive Sub-License Agreement
Bio-Bridge Science Corporation Page 2 of 3
- --------------------------------------------------------------------------------
D. Beijing Bio-Bridge shall have the right to grant nonexclusive
sublicenses to use the technology to its customers within Mainland
China on any such terms as Beijing Bio-Bridge desires.
E. Beijing Bio-Bridge shall have the right to grant nonexclusive
sublicenses to make any aspect of the Technology to its suppliers
within Mainland China on any such terms as Beijing Bio-Bridge desires.
F. Beijing Bio-Bridge shall have the right to enforce its rights to the
Technology in any way it deems appropriate, including filing suit for
infringement of any patent granted thereon, within Mainland China,
provided that any enforcement shall be at Beijing Bio-Bridge's expense
and provided that Beijing Bio-Bridge notify Bio-Bridge within fifteen
(15) days of any act taken to enforce its rights in Mainland China.
2. Beijing Bio-Bridge shall notify Bio-Bridge within fifteen (15) days of any
patent applications it might file, as well as of all events during the
prosecution of such patents, including the issuance of any patents granted
on such application.
3. Beijing Bio-Bridge shall use the Technology at no charge ( no royal fees)
within the agreement effective period.
4. Beijing Bio-Bridge shall make quarterly reports to Bio-Bridge indicating
all uses (including the uses of any of Beijing Bio-Bridge sublicenses and
all fees Beijing Bio-Bridge receives from the granting of any sublicenses
of the Technology within Mainland China), including a statement of the
after-tax profit realized from each such use. Such statements shall be
supplied to Bio-Bridge within 30 days of January 1 of each year.
5. This Agreement will continue to exist for ten ( 10 years) unless terminated
by the force of laws, and it shall inure to the benefit of and bind all
successors-in-interest of the parties hereto.
6. This Agreement shall not be modified except by written instrument executed
by both Bio-Bridge and Beijing Bio-Bridge.
7. Upon termination of this Agreement, all sublicenses granted by Beijing
Bio-Bridge Science Corporation within Mainland China shall terminate, and
Bio-Bridge shall not be liable in any way to Beijing Bio-Bridge Science
Corporation due to termination of any such sublicense.
- --------------------------------------------------------------------------------
Beijing Bio-Bridge Science Corporation Exclusive Sub-License Agreement
Bio-Bridge Science Corporation Page 3 of 3
- --------------------------------------------------------------------------------
8. Upon termination of this Agreement, Beijing Bio-Bridge shall immediately
supply to Loyola a report such as specified in paragraph 6 for the period
from January 1 through the date of termination.
9. Any excuse or variance of performance on the part of any party shall not
act as a modification of this Agreement or in any way diminish the right of
each party to demand the other party's full performance under the
Agreement.
10. This Agreement shall be interpreted in accordance with the law of the
Caymen Islands, and it shall be enforceable in the courts of Caymen
Islands. Neither party shall object to submitting to the jurisdiction of
the courts of Caymen Islands with respect to any matter relating to this
Agreement.
11. The terms set forth in this instrument constitute the entire Agreement
between the parties with respect to the Technology, and it is the intent of
the parties to substitute the terms set forth herein for any prior
understanding pertaining to the Technology that may have existed between
them at any time, and the effect of this Agreement is to extinguish any
such understanding that contradicts or in any way goes beyond the terms of
the Agreement as set forth herein.
12. Should any portion of this Agreement be deemed by a court of competent
jurisdiction to be unenforceable for any reason, the remainder of the
Agreement shall remain in force.
IN WITNESS WHEREOF, the parties hereby signify their assent to the terms of this
Agreement by the signatures of their representatives, each of whom is hereby
acknowledged to have authority to enter into contracts and otherwise bind his
respective party:
- --------------------------------------------------------------------------------
For Bio-Bridge Science Corporation For Beijing Bio-Bridge Science Corporation
Date: 2002.6.17 Date: 2002.6.20
/s/ Yu Mingjin /s/ Qiao Wenhui
- ---------------------------------- ------------------------------------------
President President
Bio-Bridge Science Corporation Beijing Bio-Bridge Science Corporation
Scotia Center, 4th Floor, Beijing, PRC
P.O. Box 2804, George
Town, Grand Caymen, Caymen Islands
- --------------------------------------------------------------------------------