China Medicine Corp Sample Contracts

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ARTICLE I
Registration Rights Agreement • February 14th, 2006 • Lounsberry Holdings Iii Inc • Blank checks • New York
SHAREHOLDERS AGREEMENT
Shareholders Agreement • March 5th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York

This SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2009 by and among, (a) Mr. Yang Senshan (“Mr. Yang”), (b) Ms. Liu Minhua (“Ms. Liu”), (c) Mr. Liu Junhua, (“Mr. Liu,” together with Mr. Yang and Ms. Liu, the “Executive Shareholders”) and (d) OEP CHME Holdings, LLC, a Delaware limited liability company (“OEP”).

BETWEEN
Preferred Stock Purchase Agreement • February 14th, 2006 • Lounsberry Holdings Iii Inc • Blank checks • New York
STOCK SUBSCRIPTION AGREEMENT
Stock Subscription Agreement • January 7th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York

This STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2009 by and among (a) China Medicine Corporation, a Nevada corporation (the “Company”), (b) Mr. Yang Senshan, (the “Executive Shareholder”), and (c) OEP CHME Holdings, LLC, a Delaware limited liability company (“Investor”).

SHARE PLEDGE AGREEMENT
Share Pledge Agreement • March 5th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS PLEDGE AGREEMENT (this “Agreement”), is made as of January 29, 2010, by Mr. Yang Senshan, an individual (the “Pledgor”), in favor of OEP CHME Holdings, LLC, a Delaware limited liability company (the “Pledgee”).

CHINA MEDICINE CORPORATION 2/F, Guangri Tower, No 9 Siyounan Road 1st Street, Yuexiu District | Guangzhou, Guangdong Province | 510600 | China
Invention Assignment Agreement • November 19th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries • Hong Kong

On behalf of China Medicine Corporation, a Nevada corporation (the “Company”), I am pleased to offer you the position of Chief Financial Officer (“CFO”) to the Company subject to the following terms and conditions (this “Agreement”):

Equity Ownership Transfer Agreement
Equity Ownership Transfer Agreement • October 30th, 2009 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries

Party A: Guangzhou Konzern Pharmaceuticals Co., Ltd. (hereinafter referred to as “Party A”), a wholly foreign-owned enterprise registered and legally existing in PRC under PRC law, having its address at Room 702, Guangri Mansion, No.9 Siyou Nan Road, Wuyang Xincheng, Guangzhou, with its legal representative being Mr. Senshan Yang, and with China Medicine Corporation (an enterprise duly incorporated and established under the laws of the Nevada State of USA and listed on OTCBB in USA) being the sole shareholder of it; and

Memorandum
China Medicine Corp • November 14th, 2008 • Wholesale-drugs, proprietaries & druggists' sundries

In accordance with the approval procedure set forth in the Regulation on Biological Product Registration of PRC, in the view that approval procedure of Bacillus Calmette-Guerin Vaccine is much different than that of other drugs, and in view of the high risk in Bacillus Calmette-Guerin Vaccine Transfer Agreement made and entered by Party A and Party B, both parties agree on the memorandum of the aforesaid agreement. Both the Bacillus Calmette-Guerin Vaccine Transfer Agreement and this Memorandum are equally legal binding.

AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT
Stock Subscription Agreement • May 14th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries

This AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this “Amendment”) is made and entered into as of April 30, 2010 by and among (a) China Medicine Corporation, a Nevada corporation (the “Company”), (b) Mr. Yang Senshan, (the “Executive Shareholder”) and (c) OEP CHME Holdings, LLC, a Delaware limited liability company (the “Investor”).

JOINT FILING AGREEMENT
Joint Filing Agreement • March 5th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of China Medicine Corporation and that this Joint Filing Agreement be included as an exhibit to such statement. This Joint Filing Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument.

CHINA MEDICINE CORPORATION
Employment Agreement • May 14th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries • Hong Kong

On behalf of China Medicine Corporation, a Nevada corporation (the “Company”), I am pleased to offer you the position of Chief Financial Officer (“CFO”) to the Company for a period of four years, or as agreed upon by you and the Company. Your employment by the Company shall be governed by the following terms and conditions (this “Agreement”):

Bacillus Calmette-Guerin Vaccine Transfer Agreement
China Medicine Corp • November 14th, 2008 • Wholesale-drugs, proprietaries & druggists' sundries

Under this agreement, Party B exclusively permits Party B to use the Bacillus Calmette-Guerin Vaccine (hereinafter referred to as BCG Vaccine) whose patent is owned by Party B, and Party A obtains the exclusive use permit from Party B and pay Party B the fee for exclusive use permit. On the base of fair negotiation and full understanding to the terms and conditions, in accordance with the Contract Law of the PRC, both parties agree and are bound by as follows:

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