Framework
Agreement
on
the Establishment of Zhejiang Provincial Cord Blood Hematopoietic Stem Cells
Bank
between
Zhejiang Provincial Blood Center
and
Beijing
Cord Blood Hematopoietic Stem Cells Bank
Beijing
Jiachenhong Biological Technologies Co., Ltd.
September
2010
The
Agreement has been hereby executed by and between the parties on 15, September
2010 (hereinafter referred to as “date of execution”) in Hangzhou, Zhejiang
Province, China.
Subject:
Based on
their mutual understanding and collaboration over years,
Zhejiang Provincial Blood Center
and
Beijing
C
ord Blood Hematopoietic
Stem Cells
Bank
as well as its owner
Beijing Jiachenhong Biolo
gical Technologies Co.,
Ltd.
,
through
cordial negotiations, have decided to bring their respective strengths into full
play by establishing Zhejiang Lukou Biotechnology Co., Ltd. (hereinafter
referred to as “Zhejiang Company”), and by jointly investing in, constructing
and operating Zhejiang Provincial Cord Blood Hematopoietic Stem Cells Bank. As
such, the collaborating parties hereby execute the Agreement as an attestation
of their undertakings.
Purpose:
To develop the cord
blood hematopoietic stem cells banking in the Zhejiang region, to
accelerate the popularization of clinical applications of cord blood, and to
provide the local public with professional, high quality cryopreservation
services for cord blood hematopoietic stem cells so as to benefit more
patients.
Total investment:
RMB100
million.
Registered capital:
RMB50
million.
Whereas:
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1.
|
Zhejiang Provincial Blood
Center
(hereinafter referred to as “the Provincial Blood Center”)
is a health institution set up with approval by Zhejiang Provincial
Government and directly subordinate to the Provincial Health Department.
It is at a domestically advanced level in terms of blood collection,
storage, quality of clinical blood transfusion, technology to safeguard
the safety of the blood clinically used by the public and standardized
systems; the cord blood hematopoietic stem cells bank set up thereby in
accordance with approval by the Ministry of Health is also among the first
in the country to conduct research in technical fields such as cord blood
collection, testing, cryopreservation and recovery of cord blood
hematopoietic stem cells, etc, and its current overall level is also among
the more advanced in the country.
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2.
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Beijing Cord Blood
Hematopoietic Stem Cells Bank
(hereinafter referred to as “ Beijing
Cord Blood Bank”) is a special blood station that was set up with approval
from the Ministry of Health, in accordance with applicable laws and
regulations and applicable provisions and that has received a blood
station business license. It is mainly engaged in business such as
collection, preparation, cryopreservation and custody, etc. of cord blood
hematopoietic stem cells.
Beijing Jiachenhong Biological
Technologies Co., Ltd.
(hereinafter referred to as “Jiachenhong
Company”), the operator and owner of Beijing Cord Blood Bank, is a limited
liability company established in accordance with the Laws of the People’s
Republic of China and it wholly invests in, owns and operates Beijing Cord
Blood Bank. Since its establishment, Jiachenhong Company has been
dedicated to publicizing and popularizing knowledge related to
hematopoietic stem cells as well as their value of application to the
whole society, while at the same time investing human and financial
resources in scientific research related to the storage of hematopoietic
stem cells and other clinical applications. It has also continuously made
public charitable donations. It does not only have substantial capital
strength, but also has advanced managerial experience and is a participant
in the establishment of standards for the cord blood industry in
China.
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Chapter
1 Interpretations
Clause 1
Unless otherwise
indicated or covenanted in the Agreement and attachment(s), the meanings of the
following concepts shall be:
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(1)
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The
“Zhejiang Cord Blood Bank” shall mean “Zhejiang Provincial Cord Blood
Hematopoietic Stem Cells Bank” that is the cooperation between Zhejiang
Provincial Blood Center and Beijing Jiachenhong Biological Technologies
Co., Ltd. and that has added authorized custody services. It operates on
the model of “coexistence of public and private bank and subsidizing
public bank by private bank” and is further expanding development and
operations through Zhejiang Company. Its establishment and acceptance
inspection have been approved by the Ministry of
Health.
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(2)
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“The
Provincial Blood Center” shall mean Zhejiang Provincial Blood
Center.
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(3)
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“Beijing
Cord Blood Bank” shall mean Beijing Cord Blood Hematopoietic Stem Cells
Bank.
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(4)
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“Jiachenhong
Company” shall mean Beijing Jiachenhong Biological Technologies Co., Ltd.,
the operator and owner of Beijing Cord Blood Hematopoietic Stem Cells
Bank.
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(5)
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“Cord
blood” shall mean placental and cord blood that is not related to the
blood capacities and blood circulations of pregnant women and newborn
babies and that exists at the remote end of the umbilical cords of newborn
babies after the umbilical cords have been cut
off.
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(6)
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“Zhejiang
Company” shall mean Zhejiang Lukou Biotechnology Co., Ltd, the entity
which jointly formed by both parties,. The purpose for setting
up the company is to better implement the course of the Ministry of Health
to “allow depositors to choose the storage method for cord blood,” explore
and practice the operating model of “coexistence of public and private
banks and subsidizing public bank by private bank” of cord blood banks of
our country and to operate Zhejiang Cord Blood Bank by using the private
bank to subsidize the public bank, so as to promote the joint development
of the public bank and private bank and to benefit the
public.
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Chapter
2 Framework and Basic Principles of Cooperation
Section
1 Basic Framework for Mutual Cooperation
Clause 2
Both parties agree
and acknowledge that on the principles of facilitating the healthy and steady
operations and development of Zhejiang Cord Blood Bank, they have reached the
following agreements with regard to the development and future operations of
Zhejiang Cord Blood Bank:
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(1)
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Jiachenhong
Company and the Provincial Blood Center will jointly set up “Zhejiang
Company,” which has qualifications as an independent legal entity, for a
total investment of RMB100 million.
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(2)
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The
first installment of registered capital of “Zhejiang Company” is RMB50
million. The equity structure is a monetary capital contribution by
Jiachenhong Company with an equity percentage of 90%; the Provincial Blood
Center will make a non-monetary capital contribution with technologies and
equipment, etc., with an equity percentage of
10%.
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(3)
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Upon
the establishment of “Zhejiang Company,” Zhejiang Company will, as the
operator and capital investor of Zhejiang Cord Blood Bank, complete the
application of business permission for Zhejiang Cord Blood Bank jointly
with the Provincial Blood Center and obtain the blood station business
license issued by competent authorities in
charge.
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(4)
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“Zhejiang
Company” will set up a board of directors consisting of three members, of
whom one shall be from the Provincial Blood Center; one from Beijing Cord
Blood Bank and one from Jiachenhong
Company.
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(5)
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The
operating model of Zhejiang Cord Blood Bank shall
be:
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1.
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In
the name of “Zhejiang Provincial Cord Blood Hematopoietic Stem Cells
Bank,” Zhejiang Cord Blood Bank shall engage in the collection,
preparation, cryopreservation of cord blood, and provide cord blood
hematopoietic stem cells to medical institutions and scientific and
research institutions;
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2.
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The
professional technicians of the Provincial Blood Center shall provide
guidance and management of the business process and quality control of the
clinical collection, preparation, cryopreservation and testing of cord
blood; “Zhejiang Company” shall hire professional technicians who meet the
requirements for the appropriate duty posts to engage in technical works
related to steps such as the preparation, cryopreservation and testing of
cord blood hematopoietic stem
cells;
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3.
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“Zhejiang
Company” shall be responsible for resolving needs for the place of
operations and buildings for business of the Zhejiang Cord Blood Bank; and
for acquiring all fixed assets including facilities and
equipments;
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4.
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“Zhejiang
Company” shall bear the cost of the development and operations of the
Zhejiang Cord Blood Bank and bear the entire cost of operations of the
Zhejiang Cord Blood Bank;
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5.
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To
maintain the normal operations of the Zhejiang Cord Blood Bank and promote
the development of the cord blood health business conducted by the
Zhejiang Cord Blood Bank, the Zhejiang Cord Blood Bank may engage in
authorized custody services;
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6.
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The
Provincial Blood Center shall establish and issue systems and standards
related to the professional and technical management of the Zhejiang Cord
Blood Bank, deliver the industry regulations and business guidance rules
promulgated by competent authorities in charge of the industry and
correspondence documents related to the operations of the Zhejiang Cord
Blood Bank, etc.
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Section
2 The Rights and Obligations of Both Parties
Clause 3
Both parties agree to
respectively provide cooperative conditions, perform cooperative obligations and
to be entitled to the rights to cooperation and undertake confidentiality
responsibilities in accordance with the covenants of the Agreement. Both parties
shall execute a separate confidentiality agreement with respect to
confidentiality responsibilities.
Clause 4
The basic rights and
obligations of the Provincial Blood Center:
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(1)
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Provide
the Zhejiang Cord Blood Bank with technical guidance and business
management as well as relevant technicians for the collection,
preparation, quality control, cryopreservation and recovery of cord
blood.
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(2)
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Not
undertake of the operational risks of the Zhejiang Cord Blood
Bank.
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(3)
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Be
responsible for constructing properties available for the operations of
the Zhejiang Cord Blood Bank and Zhejiang Company and have ownership of
such properties, provided that the provision of buildings for operations
and office use to the Zhejiang Cord Blood Bank and Zhejiang Company in
appropriate manner is guaranteed, with usable area not less than 1,500
square meters, and the guaranteed term of use shall not be less than 20
years.
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(4)
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Facilitate
and provide assistance for the clinical applications of cord blood
hematopoietic stem cells by the Zhejiang Cord Blood
Bank.
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(5)
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Complete
all procedures related to the license renewal and continued existence of
the Zhejiang Cord Blood Bank, strive for approval for the Zhejiang Cord
Blood Bank of the renewal of license from the competent health and
administrative authorities, so as to maintain a continuously valid license
and its renewal for the Zhejiang Cord Blood
Bank.
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(6)
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Report
to the competent health and administrative authorities the relevant issues
on Zhejiang Cord Blood Bank.
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(7)
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Provide
the Zhejiang Cord Blood Bank related technical services such as medical
testing agents, etc., that meet industry standards for
fees.
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(8)
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Agree
to allow Zhejiang Company to operate the Zhejiang Cord Blood Bank by a
method of subsidizing the public bank by the private bank and to be
responsible for the operations of the public
bank.
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(9)
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As
one of the investors in the Zhejiang Company, shall have the right to
invite an accounting firm, which is an independent third party, at any
time to perform audit on the financial status of Zhejiang Company at its
own expense.
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Clause
5
Fundamental
Rights and Obligations of Jiachenhong Company:
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(1)
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Make
total capital commitment to fund the operation of Zhejiang Cord Blood Bank
by contributing equity fund to “Zhejiang
Company”.
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(2)
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Bear
the operational risks of Zhejiang Cord Blood Bank through “Zhejiang
Company”.
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(3)
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Assist
in dealing with all formalities in connection with the license renewal and
continued existence of Zhejiang Cord Blood
Bank.
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(4)
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through
“Zhejiang Company”, provide fixed assets and meet other physical
conditions such as business premises, site, environment, facilities and
equipments that are necessary to the operational needs of Zhejiang Cord
Blood Bank.
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(5)
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In
order to expedite the establishment and development of Zhejiang Provincial
Cord Blood Bank, Jiachenhong Company shall make payment of RMB30 million
(RMB Thirty Million Only) by installments to Provincial Blood Center for
the establishment of Zhejiang Cord Blood Bank. Zhejiang
Provincial Blood Center shall especially construct the relevant property
with usable area of not less than 1,500 square meters for the operation of
Zhejiang Company and storage of cord blood with a term of not less than 20
years.
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(6)
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Upon
the establishment of Zhejiang Company, guarantee that, during the initial
three years, the total amount of profit and technical consultant fees paid
by Zhejiang Company to Provincial Blood Center is not less than RMB2
million (RMB Two Million Only) per year. Thereafter, profit
would be shared in proportion to the shareholding
percentage.
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(7)
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Pay
the salaries and benefits of staff of Provincial Blood Center in Zhejiang
Cord Blood Bank through “Zhejiang
Company”.
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(8)
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Be
responsible for the daily operation and management of Zhejiang Cord Blood
Bank through “Zhejiang Company”, has the right of management of Zhejiang
Cord Blood Bank for a term of not less than 20
years.
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(9)
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Zhejiang
Company shall extend full support to the operation of public bank with
Zhejiang Provincial Blood Center as the main entity. On the
basis of maintaining the existing cryopreserved quantity of public bank,
the quantity which is successfully collected and cryopreserved every year
in the public bank shall be no less than 10% of that in the private
bank. The number of new cases in public bank shall reach 10,000
in 10 years. Hence, for the cord blood hematopoietic stem cells
which are successfully stored in the public bank, apart from being
lawfully provided by Zhejiang Cord Blood Bank for the use in clinical
transplantation, they can also be used to satisfy the needs for scientific
research and charitable purposes of Provincial Blood
Center.
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(10)
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Through
Zhejiang Company, be responsible for the recruitment of professional
technical personnel, who meet the requirements of the relevant posts, to
engage in related technical work of different phases such as the
preparation, cryopreservation, testing of cord blood hematopoietic stem
cells; be responsible for the recruitment of financial staff,
administrative management staff, back-up support staff to carry out the
financial, administrative management and back-up support works of Zhejiang
Cord Blood Bank.
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Section
3
Cooperation
Period
Clause 6
Both parties agree
that the cooperation period of both parties under the Agreement shall be not
less than 20 years commencing from the date of formal operation of Zhejiang Cord
Blood Bank.
Chapter
3
Representations and
Undertakings of Both Parties
Clause 7
Provincial Blood
Center confirms, undertakes and warranties that during the performance of the
Agreement, Provincial Blood Center shall not, by itself or jointly with any
third parties, engage in cooperation in the field of cord blood and cord blood
hematopoietic stem cells. All possible cooperations with third
parties shall be confirmed mutually in writing by Provincial Blood Center and
Jiachenhong Company and carried out in the name of Zhejiang
Company.
Clause 8
Jiachenhong Company
confirms, undertakes and warranties that it is a limited liability company with
good standing which is lawfully established and existed according to the Law of
the People’s Republic of China and with lawful and normal
operations. It possesses independent legal entity status and full
capacity for civil conduct, has the right to conduct civil acts on its own in
accordance with the Laws of the People’s Republic of China, enjoys civil rights,
fulfils civil obligations and takes up civil liabilities. According
to the lawful, valid resolutions made by the board of directors of Jianchenhong
Company pursuant to the articles of association, it has obtained all the valid
approvals and authorizations required for the signing and performance of the
Agreement, is entitled and capable of signing and performing the
Agreement.
Chapter
4
Effect
of the Agreement
Clause 9
The Agreement
constitutes the stipulations binding on both parties in relation to all matters
of mutual cooperation and carries the legal status and effect of a
contract. Matters to be conducted pursuant to the stipulations of the
Agreement, such as the establishment of Zhejiang Company, the establishment of
Zhejiang Cord Blood Bank, recruitment of relevant personnel, construction and
lease of relevant property and the mode of operation of Zhejiang Cord Blood
Bank, shall inevitably or mandatorily involve the execution of such documents as
specific contracts, articles of association and agreements. At that
time, each of the two parties must abide by the principles set out in the basic
framework as established under the Agreement and conduct detailed negotiations.
Except where changes arise in national laws, regulations and policies, any
violation of the principles as set out in the Agreement which renders the mutual
cooperation impossible or actions that hinders its smooth proceeding shall be
deemed in default of the Agreement. The opposite party shall have the
right to terminate the Agreement. The defaulting party will be held
liable for the default and shall compensate the opposite party for its economic
losses.
Chapter
5
Variation and
Termination of the Agreement
Clause 10
Any variation to the
Agreement, as agreed upon by both parties, shall be made in
writing.
Clause 11
The Agreement cannot
be terminated arbitrarily. In the event of termination of the
Agreement by reason of default or as agreed upon by both parties, each party
shall return the documentary information which has already been provided to the
other party within ten days of the termination and settle economic matters that
have already occurred.
Chapter
6
Resolution of
Disputes
Clause 12
Any dispute arising
from the performance of the Agreement shall be resolved by both parties through
cordial negotiations. Should they fail to reach an agreement, any of the two
parties shall be entitled to bring an action to the People’s Court of the place
where “Zhejiang Company” is located.
Chapter
7
Validity of the
Agreement
Clause 13
The Agreement is
effective from the date of signing or affixing company chops by the authorized
agent of each of the parties.
Chapter
8
Other
Provisions
Clause 14
The parties hereto
may conduct additional negotiations as regards matters that are not addressed
herein and enter into supplementary agreements, which constitute an inseparable
part of the Agreement and carry the same legal effect as the
Agreement.
Clause 15
The Agreement is
executed in sextuplicate originals, with each party holding three
copies. Each of the copies carries the same legal
effect.
(No main
text below)
(This
page is the signing page for the
Framework
Agreement on the Establishment of
Zhejiang Provincial Cord Blood Hematopoietic Stem Cells
Bank
)
