Exhibit
10.2


 


12/10/2015


COLLABORATIVE AGREEMENT


 


Made
and entered into as of this 29th day of December 2015 ("the Effective Date")


 


BY
AND BETWEEN


 


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”)


 


AND


 


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 (“ABVC”)


 


WITNESSETH:


 


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”):


1.


BLI-1005
 CNS-Major Depressive Disorder


2.


BLI-1008  CNS-Attention
Deficit Hyperactivity Disorder


3.


BLI-1401-1 Anti-Tumor
Combination Therapy-Solid Tumor with Anti-PD-1


4.


BLI-1401-2 Anti-Tumor
Combination Therapy-Triple Negative Breast Cancer


5.


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 by a Recipient.


 


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 such actions).


 


1.6
"Territory" shall mean North America (USA and Canada).  


 




     


     


    

 


 


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 sales.


 


5.  Confidentiality


 


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 to:


  


(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 disclosed to the Sub-licensee(s) of BioLite or ABVC for the use thereof
upon executing a separate confidentiality disclosure agreement.


 




     


     


    

 


6.
Duration and Termination


 


6.1
Duration


This
Collaborative Agreement shall, once signed by both Parties, remain in effect for fifteen (15) years as of the first commercial
sales of the Product in the Territory and automatically renew for 5 more years unless either Party gives the other Party six (6)
month written notice of termination prior to the expiration date of the term.


 


6.2
Termination for Cause


 


This
Collaborative Agreement can be terminated by either Party for any of the following causes by giving to the other Party (“Breaching
Party”) thirty (30) day written notice of its intention to terminate for such causes as follows:


(a)


If
Breaching Party materially breaches any provision of this Agreement and such breach is not cured within thirty (30) day following
the written notice by Non-breaching Party; or


(b)


If
a Party is the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership,
liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within thirty (30) days
of filing, or becomes the subject of any involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency,
receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within
thirty (30) days of filling.


 


Termination
is not the sole or exclusive remedy under this Agreement and, whether or not termination is effected, all other rights and remedies
at law or equity will remain available.


 




     


     


    

  


7. Miscellaneous


 


7.1
Notice


All
notices, requests, demands and other communications to be given in accordance with this Agreement shall be given in writing and/or
by prepaid registered mail or receipt return requested to the other Party at the following addresses:


 


If
to BioLite:


 


BioLite.
Inc.


 


3rd Floor,
248, Nei-Hu Road, Sec. 1, Taipei, 11493 Taiwan


 


Attention:
Webster Kiang


 


Title:
President


 


If
to ABVC:


 


American
BriVision Corporation


 


11,
Sawyer Park Drive, Goshen, New York 10294 USA Attention: Kazunori Kameyama


 


Title:
Chief Business Officer


  


7.2 Applicable
Law


This
Agreement and any disputes arising out of or relating thereto, including, without limitation, its interpretation, construction,
performance, and enforcement shall be governed by and construed in accordance with the laws of Taiwan.


 


7.3 Dispute Dissolution


Both
Parties shall endeavor to settle amicably and promptly any disputes, controversies and differences which may arise between the
Parties out of or in relation to this Agreement or any breach thereof.  In case such an amicable settlement is not attained,
the matter shall be finally settled by arbitration according to the Rules of Conciliation and Arbitration of the International
Chamber of Commerce, which rules shall be deemed incorporated into this paragraph. The place of arbitration will be Taipei (Taiwan).


 


7.4
Addendum or amendment may be added upon mutual agreement of the parties.


 


IN
WITNESS WHEREOF the Parties hereto have caused this Collaborative Agreement to be executed, in duplicate, each Party
taking a copy, as of the Effective Date.


 





	BIOLITE, INC.	 	American BriVision Corporation
	By:	 	 	By:	 	 
	Frank
    Liu	 	Kira
    Huang  
	Supervisor	 	CFO
     
	Date:	 	Date:  




  




     


     


    

 


MILESTONE
PAYMENT AGREEMENT


 


This
Milestone Payment Agreement (the “Agreement”) dated May 6, 2016 (“Execution Date”) is made and entered
into by and among by and among BioLite Inc., a company incorporated in Taiwan (the “Lender” or “BioLite”) and
American BriVision Corporation, a Nevada Corporation (the “Company” and together with Lender, the “Parties”)),
with reference to the following:


 


WHEREAS, the
Parties entered into a collaborative agreement dated December 29, 2015 (the “Collaborative Agreement”). Pursuant to
the Collaborative Agreement, an upfront payment of $3,500,000 (the “Milestone Payment”), which is 3.5% of total payment,
shall be paid by ABVC upon signing of that agreement.


 


WHEREAS, The
Parties agree that the Milestone Payment shall made partially in cash in the amount of two million six hundred dollars ($2,600,000)
and the remaining nine hundred dollars ($900,000) in newly issued common shares, at the price of $1.60 per share, for an aggregate
number of 562,500 shares (the “Shares”).


 


NOW,
THEREFORE, in consideration of the provisions for payment and the mutual terms, conditions hereinafter set forth, the
Parties hereto agree as follows:


 


1.
Initial Payment.


Pursuant
to the Agreement, ABVC agrees to pay BioLite two million six
hundred dollars ($2,600,000) in cash and nine hundred dollars ($900,000)
in newly issued Share, at the price of $1.60 per share, for an aggregate number of 562,500 shares. Upon execution of the Agreement,
the Company shall [ ] the cash to the Lender and instruct the transfer agent to issue the Shares to the Lender. Once in receipt,
the Lender shall acknowledge the payment of $3,500,000 pursuant to the milestone payment clause of the Collaborative Agreement.


 


2.
No Further Changes. This Milestone Agreement shall be regarded as a supplement to the Collaborative Agreement and, other
than as set forth herein, the terms of the Collaborative Agreement shall remain in full force and effect without change or amendment
thereto. 


 


3.
Rules Governing the Agreement


3.1
Law and Jurisdiction


The
Agreement shall be construed and enforced in accordance with the laws of Taiwan made in writing and signed by both parties.


 




     


     


    

 


3.2
Representation or Warranties


 


The
Parties to the Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of
its own independent legal counsel with respect to the provisions of the Agreement and that its decision to execute the Agreement
is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the
other party that in executing this Agreement such party has completely read this Agreement and that such party understands the
terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible
for its preparation.


   


The
Parties to the Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery
of the Agreement has been authorized by all necessary action by such party; (ii) the representative executing the Agreement
on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the
execution, performance and delivery of the Agreement; and (iii) the representative executing the Agreement on behalf of such
party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.


 


4.
Notices


 


This
Milestone Payment Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all
of which taken together shall constitute a single instrument.


 


IN
WITNESS WHEREOF the Parties hereto have caused this Milestone Payment Agreement to be executed, in duplicate, each Party
taking a copy, as of the Effective Date.


 





	BIOLITE, INC.	 	American BriVision Corporation
	 	 	 	 	 	 
	By:	/s/ Frank
    Liu	 	By:	/s/ Kira
    Huang	 
	 	Frank Liu	 	 	Kira Huang	 
	 	Supervisor	 	 	CFO	 
	Date:	 	 	Date: