Contract
      for cooperation
      development of rh-Interferonα-2b
      project

    


    


    Project
      Name:
      The
      research and development of recombinant human Interferon α-2b
      

     

    (rh-IFNα-2b)
      from
      yeast system

    


    Party
      A:
      Shanghai Wanxing Bio-pharmaceutical Company

    Party
      B:
      Fudan
      University

    


    Project
      Target:
      Using
      the technology of rh-IFNα-2b
      project from Fudan University, finish the medium-size manufacture and all the
      pre-clinical studies, apply and acquire formal approval for the clinical trials
      of rh-IFNα-2b.
      

    


    Project
      Development Schedule:
      

    
      	
              1.

            	
              From
                the end of May, 1998 to the end of Jun., 1998: finish the preparations
                of
                medium-size manufacture of rh-IFNα-2b.

            


      	 	 


      	 	Party B shall provide the engineering cells and
              the
              development process to Party A.


    

     

    
      	
              2.

            	
              From
                Jul., 1998 to the end of Feb., 1999: 

            


      	 	 


    

    
      	 	
              a.

            	
              Produce
                three batches of rh-IFNα-2b
                products at the medium-size manufacture
                level

            


      	 	 	 


    

    
      	 	
              b.

            	
              Finish
                the quality self-control of rh-IFNα-2b
                and send the samples to the official institute for the quality review.
                

            


      	 	 	 


    

    
      	 	
              c.

            	
              Finish
                the animal trials

            


      	 	 	 


    

    
      	 	
              d.

            	
              All
                the documents shall be ready for the clinical trials
                application.

            


      	 	 	 


    

    Party
      B
      is responsible for the up-stream works. All the documents for clinical trials
      application shall be prepared by Party A under the assisting of Party B. Party
      A
      shall authorize related institute to finish the animal trials. 

    


    The
      expenses for the project research and development and the way to pay


    Party
      A
      shall pay Party B 1 million RMB as compensation
      for the research and development of rh-IFNα-2b
      project at previous stage. The first part, 0.5 million shall be paid when the
      contract is signed by both Parties. The second part, 0.5 million shall be paid
      at the end of Feb., 1999. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      expenses for the cooperation stage shall be paid by Party A according to the
      need of the project. After the product is on the market, Party B share the
      benefit with Party A. The sum that Party A shall pay Party B is 3% of the sale
      amount. The beneficial term is 15 years. 

    


    The
      belongings of the equipments and materials for the project
      development

    The
      equipments, materials and documents bought by the compensation money from Party
      A belong to Party B. The equipments, materials and documents bought by Party
      A
      for the cooperation research and development of the project belong to Party
      A.


    


    Confidentiality
      

    Both
      Party A and Party B shall keep the information of rh-IFNα-2b
      project confidential. It is not allowed to let out to the third Party without
      both sides agreements. 

    


    The
      responsibility for the risk

    If
      the
      project fails due to unconquerable technical difficulties, the responsibility
      shall be taken by both sides. It shall be solved by both side negotiations.
      

    


    Ownership
      of the project results

    The
      project results from the previous stage are owned by Party B. The issued patents
      from this project shall be shared by both sides. The non patent results also
      are
      also shared by both sides, but Party A holds the dominant position.


    


    Breach
      of the contract and the compensation for the loss

    Due
      to
      some reasons, the cooperation project has to be terminated, Party A still need
      pay Party B all compensation expenses for the previous stage
      studies.

    


    Arbitration
      

    The
      dispute shall be solved by both side negotiations. If the dispute can not be
      solved by both side negotiations, it shall be submitted to Shanghai Arbitration
      Commission.

    


    Validity

    This
      contract is valid when it is signed by Party A and Party B and the term for
      the
      validity of this contract is from May, 1998 to Feb., 28, 1999. 

    


    


    Party
      A:
      Shanghai Wanxing Bio-pharmaceutical Company

    Date:
      Jun., 08, 1998

    


    Party
      B:
      Fudan University

    Date:
      Jun., 08, 1998