Tongli Pharmaceuticals (USA), Inc. Sample Contracts

Patent Assignment Agreement (English Translation)
Patent Assignment Agreement • July 14th, 2011 • Tongli Pharmaceuticals (USA), Inc. • Pharmaceutical preparations
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LOAN AGREEMENT
Loan Agreement • July 14th, 2011 • Tongli Pharmaceuticals (USA), Inc. • Pharmaceutical preparations

THIS LOAN AGREEMENT, is made this Seventeenth day of February ,2011, by and among Tongli Pharmaceuticals(USA), Inc., a Delaware corporation (hereinafter knows as “BORROWER”) and Hua Sky Investment Ltd, organized under the Business Companies Act of the British Virgin Islands (hereinafter knows as “LENDER”). BORROWER and LENDER shall collectively be known herein as “the Parties”. In determining the rights and duties of the Parties under this Loan Agreement, the entire document must be read as a whole.

LOAN AGREEMENT (English Translation)
Loan Agreement • July 14th, 2011 • Tongli Pharmaceuticals (USA), Inc. • Pharmaceutical preparations

THIS LOAN AGREEMENT, is made this tenth day of January, 2009, by and among Harbin Tianmu Pharmaceuticals Co., Ltd., a Chinese corporation (hereinafter knows as “BORROWER”) and Mr. Mingli Yao (hereinafter knows as “LENDER”). BORROWER and LENDER shall collectively be known herein as “the Parties”. In determining the rights and duties of the Parties under this Loan Agreement, the entire document must be read as a whole.

INDEPENDENT DIRECTOR’S CONTRACT
Independent Director’s Contract • July 30th, 2008 • Aim Smart Corp • Services-business services, nec • New York

THIS AGREEMENT (the “Agreement”) is made as of April 1, 2008 and is by and between American Tony Pharmaceutical, Inc. a New York corporation (hereinafter referred to as the “Company”), and Dr. C. Mark Tang (the “Director”).

Land Use Right Transfer Agreement
Land Use Right Transfer Agreement • July 14th, 2011 • Tongli Pharmaceuticals (USA), Inc. • Pharmaceutical preparations

Based on the Law of the Peoples Republic of China on Land Contract in Rural Areas, Party B will receive planting rights and operation rights for the land after paid in cash. Both parties agree the following terms:

Patent Assignment Termination Agreement
Assignment Termination Agreement • July 14th, 2011 • Tongli Pharmaceuticals (USA), Inc. • Pharmaceutical preparations
LOAN AGREEMENT (English Translation)
Loan Agreement • July 14th, 2011 • Tongli Pharmaceuticals (USA), Inc. • Pharmaceutical preparations

THIS LOAN AGREEMENT, is made this thirty-first day of December, 2009, by and among Harbin Tianmu Pharmaceuticals Co., Ltd., a Chinese corporation (hereinafter knows as “BORROWER”) and Harbin Tianmu Real Estate Development Co., Ltd. a Chinese corporation (hereinafter knows as “LENDER”). BORROWER and LENDER shall collectively be known herein as “the Parties”. In determining the rights and duties of the Parties under this Loan Agreement, the entire document must be read as a whole.

LOAN AGREEMENT
Loan Agreement • July 14th, 2011 • Tongli Pharmaceuticals (USA), Inc. • Pharmaceutical preparations

THIS LOAN AGREEMENT, is made this tenth day of January, 2011, by and among American Tony Pharmaceutical Inc (hereinafter knows as “BORROWER”) and Mr. Mingli Yao(hereinafter knows as “LENDER”). BORROWER and LENDER shall collectively be known herein as “the Parties”. In determining the rights and duties of the Parties under this Loan Agreement, the entire document must be read as a whole.

Agreement of Termination of the Contract (Translation)
Tongli Pharmaceuticals (USA), Inc. • July 16th, 2012 • Pharmaceutical preparations

Due to the manufacture issues of the Yisheng resulting in being unable to conduct clinical trials of the new product, the Tongli decided to terminate the purchase contract of the product. According to the negotiation, the Tongli and the Yisheng mutually agreed to discontinue the contract with the following agreements:

Supplementary Agreement
Supplementary Agreement • July 14th, 2011 • Tongli Pharmaceuticals (USA), Inc. • Pharmaceutical preparations
INDEPENDENT DIRECTOR’S AGREEMENT
Independent Director’s Agreement • April 14th, 2011 • Tongli Pharmaceuticals (USA), Inc. • Pharmaceutical preparations • New York

This INDEPENDENT DIRECTOR’S AGREEMENT (the “Agreement”) is made as of April 14, 2011 by and between Tongli Pharmaceuticals (USA), Inc. a Delaware corporation (hereinafter referred to as the “Company”), and Stephen J. Sax (the “Director”).

MERGER AGREEMENT
Merger Agreement • July 30th, 2008 • Aim Smart Corp • Services-business services, nec • Delaware

Merger Agreement (the “Agreement”) dated as of July 22, 2008 by and among Aim Smart Corporation, a corporation formed under the laws of the State of Delaware (“AIMR”), ATP Acquisition Corp., a corporation newly formed under the laws of the State of Delaware and a wholly owned subsidiary of AIMR (the “Merger Sub”), and American Tony Pharmaceutical, Inc., a corporation formed under the laws of the State of Delaware (“American Tony”). Each of AIMR, the Merger Sub, and American Tony is referred to herein individually as a “Party” and all are referred to collectively as the “Parties.”

INDEPENDENT DIRECTOR’S CONTRACT
Independent Director’s Contract • July 30th, 2008 • Aim Smart Corp • Services-business services, nec

THIS AGREEMENT (the “Agreement”) is entered into, as of June 1, 2008, by and between American Tony Pharmaceutical, Inc. a New York corporation (hereinafter referred to as the “Company”), and Jack L. Kaye, independent director (hereinafter referred to as the “Director”).

Class II New Drug Approval Assignment Agreement
Tongli Pharmaceuticals (USA), Inc. • July 14th, 2011 • Pharmaceutical preparations
Tongli Pharmaceutical (USA), Inc Independent Director’s Complementary Agreement
S Complementary Agreement • July 14th, 2011 • Tongli Pharmaceuticals (USA), Inc. • Pharmaceutical preparations

This Complementary agreement is made as of the 1st day of April, 2009 and is by and Tongli Pharmaceutical (USA), Inc., a Delaware corporation (hereinafter referred to as the “Company”) and Hui Shao.

Independent director contract (English Translation)
Independent Director Contract • January 24th, 2011 • Tongli Pharmaceuticals (USA), Inc. • Pharmaceutical preparations

This agreement (“Agreement”) is entered into by and between Tongli Pharmaceuticals (USA), Inc. (the “Company”) and Zhijian Hao (“Director”).

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