AMENDED AND RESTATED
INTELLECTUAL PROPERTY PURCHASE AGREEMENT
This AMENDED AND RESTATED INTELLECTUAL PROPERTY PURCHASE AGREEMENT
(this "Agreement"), dated as of August 8, 2004, is entered into between China
Health Holding, Inc. ("Buyer"), a Nevada corporation, Julianna (Xxxxx) Lu
("Lu"), individually, and Xiao Xxx Xx ("Yu"), individually ("Lu" and "Yu"
together are "Sellers").
RECITALS
A. On May 1, 2004, Buyers and Sellers entered into a certain Purchasing
Agreement for Products Formulas and Ownership (the "Purchase Agreement"),
pursuant to which Buyer purchased from Sellers certain intellectual property
rights to "26 100% natural medicinal products."
B. Buyers and Sellers desire to amend and restate the Purchase
Agreement in order to clarify certain ambiguous terms.
X. Xxxxxxx desire to sell to Buyer, and Buyer desires to purchase from
Sellers, certain Transferred Intellectual Property (as defined below);
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements contained herein, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
ARTICLE I
DEFINITIONS; INTERPRETATION
1.1 Certain Defined Terms. As used herein, the following terms shall have
the following indicated meanings:
(a) "Closing Date" shall mean May 1, 2004, the date on which the
Purchase Agreement was executed.
(b) "Products" shall mean the 26 100% natural medicinal products
described in Schedule 1 hereto and all products derived from the 26 100% natural
medicinal products described in Schedule 1.
(c) "Sellers' Knowledge" or any similar phrase, shall mean the actual
knowledge of Sellers as such knowledge may exist at the Closing Date after
reasonable inquiry into the matter to which reference to Sellers' Knowledge is
made.
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(d) "Transferred Intellectual Property" shall mean all of Sellers' or
Sellers' Affiliates' right, title and interest arising under federal,
provincial, common or civil law in and to, if any, (i) all trademarks,
servicemarks, trade dress, trade names, logos, designs, copyrights, copyright
registrations, copyright applications and rights of publicity, if any, owned or
possessed by Sellers, and (ii) all patents and patent applications (including
all reissues, divisions, continuations, continuations-in-part and extensions of
any patent or patent application), trade secrets, inventions, technology,
know-how, improvements, processes, formulae, product formulations, recipes,
ingredients and specifications owned by Sellers and used or held for use by
Sellers or their Affiliates as of the Closing Date exclusively in connection
with the manufacture of the Products described in Schedule 1.
1.2 Interpretation. When a reference is made in this Agreement to Articles
or Sections, such reference shall be to an Article or Section of this Agreement
unless otherwise indicated. Whenever the words "include," "includes," or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation," whether or not so stated. Any singular term in
this Agreement shall be deemed to include the plural, and any plural term the
singular. The use of a particular gender in this Agreement is for convenience of
reference only and shall not affect the interpretation of this Agreement. The
titles, captions or headings of the Sections and Articles herein, are for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement. The exhibits and schedules
identified in this Agreement are incorporated herein by reference and made a
part hereof.
ARTICLE II
PURCHASE AND SALE
2.1 Transfer of Transferred Intellectual Property. Upon the terms and
subject to the conditions contained herein, on the Closing Date, Sellers shall
sell, convey, transfer, assign and deliver to Buyer all of Sellers' right, title
and interest in, to and under the Transferred Intellectual Property, and Buyer
shall purchase the Transferred Intellectual Property from Sellers. In addition,
Sellers agree to execute and deliver either on the Closing Date or thereafter
such assignment documents or other documents as Buyer may reasonably request in
order to affect and record the transfer of the Transferred Intellectual
Property.
2.2 IP Purchase Price. As consideration for the sale by Sellers of the
Transferred Intellectual
Property, Buyer shall:
(a) (i) issue to Lu (or Lu's designee) on the Closing Date, TWO
MILLION (2,000,000) shares of common stock, $.001 par value per share, of Buyer;
(ii) pay to Lu (or Lu's designee) on the Closing Date, $150,000 USD cash; and
(iii) pay to Lu (or Lu's designee) following the Closing Date and until May 1,
2029, a cash amount equal to 4.8% of Gross Revenue from sales of the Products;
and
(b) (i) issue to Yu (or Yu's designee) on the Closing Date, TWO
HUNDRED THOUSAND (200,000) shares of common stock, $.001 par value per share, of
Buyer; (ii) pay to Yu (or Yu's designee) on the Closing Date, $25,000 USD cash;
and (iii) pay to Yu (or Yu's designee) following the Closing Date and until May
1, 2029, a cash amount equal to 0.2% of Gross Revenue from sales of the
Products.
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(c) Gross Revenue shall be calculated on a monthly basis and cash
amounts payable pursuant to Section 2.2(a) and 2.2(b) above shall be paid to
Sellers within thirty (30) days after the end of each calendar month. Within ten
(10) days after the end of each calendar month, Buyer shall provide to Sellers a
report stating the total number of sales of Products occurring during such month
and the Gross Revenue for such month.
2.3 Closing Costs; Transfer Taxes and Fees. Buyer shall pay the cost of all
sales, use and transfer taxes arising out of the transfer of the Transferred
Intellectual Property pursuant to this Agreement and shall pay all costs and
expenses incurred in connection with obtaining or recording title to the
Transferred Intellectual Property. The sales, use and transfer tax returns
required by reason of the transfer of the Transferred Intellectual Property
pursuant to this Agreement shall be timely prepared and filed by the party
initially obligated by applicable regulation to make such filing. The parties
agree to cooperate with each other in connection with the preparation and filing
of such tax returns, in obtaining all available exemptions from such sales, use
and transfer taxes, and in timely providing each other with resale certificates
and any other documents necessary to satisfy any such exemptions.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLERS
3.1 Representations and Warranties. Sellers represent and warrant to Buyer,
as of the date
hereof, as follows:
(a) Complete Schedule. Schedule 1 contains a complete and accurate
list of all of the Products constituting the Transferred Intellectual Property.
(b) Rights Transferred. The Transferred Intellectual Property constitutes all of
the intellectual property rights owned by Sellers or their Affiliates that are
used or held for use exclusively in connection with the Products as presently
conducted.
(c) No Infringement. There are no contracts with any person or entity
or court orders currently in effect which limit or restrict the right of Sellers
to use, register, license or dispose of any of the Transferred Intellectual
Property in any manner. Neither Sellers nor any of their Affiliates is a
defendant to any legal action relating to, nor to Sellers' Knowledge have
Sellers or any of their Affiliates otherwise been notified of, any claim that
Sellers' use of the Transferred Intellectual Property in connection with the
Products infringes, dilutes, misappropriates or otherwise violates the
intellectual property or proprietary rights of any person or entity. To Sellers'
Knowledge, there is no infringement, dilution, misappropriation or other
violation by any person or entity of any Transferred Intellectual Property. To
Sellers' Knowledge, Sellers' use of the Transferred Intellectual Property does
not infringe, dilute, misappropriate or otherwise violate the intellectual
property rights of any person or entity.
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(d) No Use by Third Parties. Sellers have not licensed, or in any
other way authorized any third party to use in any manner, any of the
Transferred Intellectual Property, and to Sellers' Knowledge, there is no
unauthorized use thereof by any third party.
(e) Valid Ownership. Sellers own or have a valid right to use, sell,
license, dispose of, and bring actions for the infringement, dilution,
misappropriation or other violation of each of the items of Transferred
Intellectual Property, free and clear of all liens, security interests,
encumbrances and other claims. (f) Protection of Confidential Information.
Sellers and Sellers' Affiliates have taken reasonable steps necessary to protect
Sellers' rights in material trade secrets, know-how or other confidential or
proprietary information included in the Transferred Intellectual Property.
(g) No Other Agreement. Neither Sellers nor any of their Affiliates
have any commitment or legal obligation, absolute or contingent, to any person
or entity other than Buyer to sell, assign, transfer or effect a sale of any of
the Transferred Intellectual Property or to enter into any contract or agreement
or cause the entering into of a contract or agreement with respect to the
foregoing.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES AND COVENANTS OF BUYER
4 Corporate Status and Capacity. Buyer represents and warrants to Sellers,
as of the date hereof, that (i) Buyer is a corporation duly incorporated and
validly existing under the laws of the State of Nevada; (ii) Buyer has all
requisite corporate power and authority, and has taken all corporate action
necessary, to execute and deliver this Agreement, to consummate the transactions
contemplated hereby and to perform its obligations hereunder; and (iii) this
Agreement has been (or when executed and delivered, will have been) duly
executed and delivered by Buyer and constitutes (or, when executed and
delivered, will constitute) legal, valid and binding obligations of Buyer,
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enforceable against Buyer in accordance with its terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to creditor's rights generally or by equitable principles (whether
considered in an action at law or in equity).
ARTICLE V
SURVIVAL AND INDEMNIFICATION.
5.1 Survival of Representations, Etc. All representations and warranties of
Sellers and Buyer contained in this Agreement shall survive the Closing Date. No
claim may be made with respect to any alleged breach of a representation or
warranty of Sellers or Buyer contained in this Agreement, whether for
indemnification in respect thereof or otherwise, unless written notice of such
claim setting forth the alleged breach and resulting claimed damages in
reasonable detail is given to Sellers or Buyer, as applicable. No right to
indemnification in respect of any breach of any representation or warranty of
Sellers or Buyer contained in this Agreement shall be limited by reason of any
investigation or audit conducted before or after the Closing Date or by the
knowledge of any breach of a representation or warranty by the other party
either before or after the Closing Date.
5.2 Indemnification.
(a) By Sellers. Sellers shall indemnify Buyer and its affiliates and
their respective representatives, and hold each of them harmless from and
against any and all damages incurred by any of them in connection with, arising
out of, or resulting from (i) any breach or inaccuracy of any representation or
warranty made by Sellers in this Agreement; or (ii) any failure by Sellers to
perform any agreement, covenant or obligation of Sellers pursuant to this
Agreement.
(b) By Buyer. Buyer shall indemnify Sellers and their Affiliates and
their respective representatives, and hold each of them harmless from and
against any and all damages incurred by any of them in connection with, arising
out of or resulting from (i) any breach or inaccuracy of any representation or
warranty made by Buyer in this Agreement, (ii) any failure by Buyer to perform
any agreement, covenant or obligation of Buyer pursuant to this Agreement, or
(iii) the Transferred Intellectual Property from and after the Closing Date.
5.3 Notice of Claims . If a claim for damages (a "Claim") is proposed to be
made by a party entitled to indemnification hereunder (the "Indemnified Party")
against the party from whom indemnification is claimed (the "Indemnifying
Party"), the Indemnified Party shall give written notice (a "Claim Notice") to
the Indemnifying Party as soon as practicable after the Indemnified Party
becomes aware of any fact, condition or event which may give rise to damages for
which indemnification may be sought under this Section 5.3. If any legal action
is commenced against any party entitled to the benefit of indemnity hereunder,
written notice thereof shall be given to the Indemnifying Party as promptly as
practicable (and in any event within ten (10) business days after the service of
the citation or summons). The failure of any Indemnified Party to give timely
notice hereunder shall not affect rights to indemnification hereunder, except to
the extent that the Indemnifying Party is materially prejudiced thereby. A Claim
Notice shall describe in reasonable detail the nature of the Claim, including an
estimate of the amount of damages that have been or may be suffered or incurred
by the Indemnified Party attributable to such Claim and the basis of the
Indemnified Party's request for indemnification under this Agreement.
5.4 Assumption of Defense of Third Party Claims. After receipt of a Claim
Notice with respect to a claim, demand or action initiated by a Person which is
not a party to this Agreement (a "Third Party Claim"), the Indemnifying Party
shall be entitled, if it so elects, at its own cost, risk and expense, (i) to
take control of the defense and investigation of such Third Party Claim and (ii)
to employ and engage attorneys of its own choice to handle and defend the same.
If the Indemnifying Party fails to assume the defense of such Third Party Claim
within ten (10) business days after receipt of the Claim Notice, the Indemnified
Party against which such Third Party Claim has been asserted will (upon
delivering notice to such effect to the Indemnifying Party) have the right to
undertake, at the Indemnifying Party's cost and expense, the defense, compromise
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or settlement of such Third Party Claim on behalf of and for the account and
risk of the Indemnifying Party; provided, however, that such Third Party Claim
shall not be compromised or settled without the written consent of the
Indemnifying Party, which consent shall not be unreasonably withheld or delayed.
The party that assumes the defense of the Third Party Claim, shall keep the
other party reasonably informed of the progress of any such defense, compromise
or settlement. Notwithstanding the foregoing, the Indemnified Party shall be
entitled to conduct its own defense at the cost and expense of the Indemnifying
Party if the Indemnified Party establishes that the conduct of its defense by
the Indemnifying Party would reasonably be likely to prejudice materially the
Indemnified Party due to a conflict of interest between the Indemnified Party
and the Indemnifying Party or their legal counsel; and provided further that in
any event the Indemnified Party may participate in such defense at its own
expense.
5.5 Settlement of Third Party Claims . In the event that the Indemnified
Party settles any Third Party Claim without the prior written consent of the
Indemnifying Party, the Indemnifying Party shall have no further indemnification
obligations under this Article V with respect to such Third Party Claim;
provided, however, that if the Indemnifying Party refuses to defend or otherwise
handle such Third Party Claim and it is subsequently determined that the
Indemnifying Party is or was obligated to defend or indemnify the Indemnified
Party with respect to such Third Party Claim, then the Indemnifying Party shall
remain obligated with respect to such settlement amount. If the Indemnifying
Party controls the defense of any such Third Party Claim, the Indemnifying Party
shall obtain the prior written consent of the Indemnified Party (which shall not
be unreasonably withheld or delayed) before entering into any settlement of a
Third Party Claim or ceasing to defend such Third Party Claim if, pursuant to or
as a result of such settlement or cessation, injunctive or other equitable
relief shall be imposed against the Indemnified Party or if such settlement or
cessation does not expressly and unconditionally release the Indemnified Party
from all liabilities and obligations with respect to such Third Party Claim,
without prejudice. In the event that the Indemnifying Party proposes a
settlement to any Third Party Claim which the Indemnifying Party is or was
entitled to defend, which settlement is satisfactory to the party instituting
such Third Party Claim, and the Indemnified Party withholds its consent to such
settlement, and thereafter a final judgment is entered against the Indemnifying
Party or Indemnified Party pursuant to which damages exceed the amount of the
proposed settlement, then in such case the Indemnifying Party shall have no
obligation to indemnify the Indemnified Party under this Article V against and
in respect of the amount by which the damages resulting from such final judgment
exceed the amount of the proposed settlement.
5.6 Cooperation. In the event that any action, suit, proceeding or
investigation relating hereto or to the transactions contemplated by this
Agreement is commenced, whether before or after the Closing Date, the parties
hereto agree to cooperate and use reasonable efforts to vigorously defend
against and respond thereto and make reasonably available to each other such
personnel, witnesses, books, records, documents or other information within its
control that are necessary or appropriate for such defense (except for trade
secrets, documents subject to any confidentiality agreement, attorney-client
privilege or other applicable privilege and such items which may not be made
available pursuant to a court order).
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5.7 Equitable Remedies; Remedies Cumulative .
(a) Specific Performance. Buyer acknowledges that its failure to
comply with its obligations under this Agreement may result in irreparable harm
to Sellers. Sellers' right to commence any action at law or in equity under this
Agreement or in connection with any other claim arising out of or relating to
Buyer's obligations under this Agreement will include, but not be limited to,
the right to assert a claim for specific performance of Buyer's obligations
thereunder without the need to post any bond or for any other undertaking.
Sellers shall not be required to prove actual damages in any such action for
specific performance.
(b) Remedies Cumulative. The rights of Buyer under Section 5.2 shall
be the exclusive remedy of Buyer with respect to claims based upon a breach or
alleged breach of the representations, warranties and covenants of Sellers
contained in this Agreement or any other agreement, certificate or instrument
contemplated hereby or in any other manner relating to the purchase and sale of
the Transferred Intellectual Property or the transactions contemplated hereby or
thereby. The rights of Sellers under Section 5.2 shall be the exclusive remedy
of Sellers with respect to claims based upon a breach or alleged breach of the
representations, warranties and covenants of Buyer contained in this Agreement
and any other agreement, certificate or instrument contemplated hereby or in any
other manner relating to the purchase and sale of the Transferred Intellectual
Property or the transactions contemplated hereby or thereby, except in the case
of fraud, in which case, the foregoing limitation shall not apply. Except as
expressly set forth in this Agreement, neither Sellers nor any of their
representatives or affiliates makes or has made any representations or
warranties, express or implied, in connection with the transactions contemplated
by this Agreement. Without limiting the generality of the foregoing, except as
expressly set forth in this Agreement, the Transferred Intellectual Property
shall be transferred to Buyer pursuant to this Agreement in their present
condition, "AS IS", with all faults, and without any warranty, express or
implied. Buyer and Sellers agree that the limitations of liability set forth in
this Article V are reasonable under the circumstances existing as of the date
hereof.
ARTICLE VI
MISCELLANEOUS.
6.1 Further Assurances. Each of Sellers and Buyer will use reasonable
efforts to implement the provisions of this Agreement, including but not limited
to the execution and delivery of such other documents (including any license,
assignment or assumption agreement, official certificate of registration,
renewal, transfer or other document supporting ownership of trademarks) in
addition to those specifically set forth in this Agreement, in form and
substance reasonably satisfactory to the other party, as may be reasonably
deemed necessary to implement any provision of this Agreement.
6.2 Assignment. Except as provided below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the
prior written consent of the other party. Sellers may assign or delegate any of
their rights or obligations hereunder, in whole or in part, to one or more of
Sellers' Affiliates without the prior written consent of Buyer; provided that
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such assignment or delegation shall not release Sellers from their obligations
hereunder. Buyer may assign or delegate any of its rights or obligations
hereunder in whole or in part (i) to one or more subsidiaries of Buyer, and (ii)
with the prior written consent of Sellers (which consent shall not be
unreasonably withheld or delayed) to one or more affiliates of Buyer. In
addition, notwithstanding the foregoing, any assignment of rights or obligations
under this Agreement shall not relieve the assigning party of any of its
obligations hereunder.
6.3 Notices . Any notice, request, demand or other communication required
or permitted under this Agreement shall be in writing and shall be deemed to
have been duly given: (i) when received if personally delivered; (ii) when
transmitted if transmitted by telecopy transmission only during the recipient's
normal business hours unless arrangements have otherwise been made to receive
such notice by telecopy outside of normal business hours, or otherwise on the
next business day after transmission, in each case, with confirmation of
successful transmission received by the sender; (iii) the day after it is sent,
if sent for next day delivery to a domestic address by recognized overnight
delivery service (e.g., DHL, UPS or Federal Express); and (iv) upon receipt, if
sent by certified or registered mail, return receipt requested. In each case
notice shall be sent as indicated below:
If to Julianna (Xxxxx) Lu, addressed to:
Julianna (Xxxxx) Lu
Le Soleil Hotel, Suite 609
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX Xxxxxx X0X 0X0
If to Xiao Xxx Xx, addressed to:
Xiao Xxx Xx
Dept. of Philosophy
X.X. Xxx 0000
Xxxxxxx 000000 XX Xxxxx
If to Buyer, addressed to:
Attn: Julianna (Xxxxx) Lu
China Health Holding, Inc.
Suite 3400 - 000 Xxxxxxx Xx.
Xxxx Xxxxx
Xxxxxxxxx, XX Xxxxxx X0X 0X0
or to such other place and with such other copies as either party may designate
as to itself by written notice to the others.
6.4 Choice of Law. This Agreement shall be construed, interpreted and the
rights of the parties determined in accordance with the laws of the State of
Nevada (without reference to its choice of law provisions).
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6.5 Jurisdiction; Service of Process. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this Agreement
may be brought against any of the parties in the courts of the State of Nevada,
or, if it has or can acquire jurisdiction, in the federal courts located in the
State of Nevada, and each of the parties consents to the jurisdiction of such
courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein. Process in any action
or proceeding referred to in the preceding sentence may be served on any party
anywhere in the world.
6.6 Dispute Resolution; Mediation. In the event of any controversy or
dispute related to or arising out of this Agreement or the transactions
contemplated hereby, the parties agree to promptly meet and confer in good faith
to attempt to resolve the controversy or dispute without an adversarial
proceeding. Upon the mutual agreement of the parties, if the controversy or
dispute is not resolved, the parties may submit the controversy or dispute to
non-binding mediation upon terms to be mutually agreed by the parties at the
time of the mediation. The parties reserve the right to contest the mediator's
decision in a formal judicial process.
6.7 Waiver of Trial by Jury. In the event any controversy or dispute
related to or arising out of this Agreement or the transactions contemplated
hereby, is contested in a formal judicial process, each party hereby expressly
waives any right to trial by jury of any such action.
6.8 Entire Agreement; Amendments and Waivers . This Agreement, together
with all exhibits and schedules hereto, constitute the entire agreement among
the parties pertaining to the subject matter hereof and supersede all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto. No
amendment, supplement, modification or waiver of this Agreement shall be binding
unless executed in writing by the party to be bound thereby. No waiver of any of
the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided. No failure
on the part of any party to exercise or delay in exercising any right hereunder
shall be deemed a waiver thereof, nor shall any single or partial exercise
preclude any further or other exercise of such or any other right.
6.9 Multiple Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6.10 Facsimile Signatures. Any signature page delivered via a fax machine
shall be binding to the same extent as an original signature page. Any party who
delivers such a signature page agrees to later deliver an original counterpart
to any party which requests it.
6.11 Expenses. Except as otherwise specified in this Agreement, each party
hereto shall pay its own legal, accounting, out-of-pocket and other expenses
incident to this Agreement and to any action taken by such party in preparation
for carrying this Agreement into effect and the fees, costs and expenses of any
investment banker, advisor or broker.
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6.12 Invalidity. In the event that any one or more of the provisions
contained in this Agreement or in any other agreement, certificate or instrument
referred to herein, shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, then to the maximum extent permitted by law, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement or any other such instrument.
6.13 Public Statements . Except as may be required by applicable
regulations or the rules of any stock exchange, no public announcement regarding
this Agreement or the transactions contemplate hereby (which announcement
contains any of the financial terms hereof) shall be made by either party or
their representatives or affiliates, without the prior agreement of the other
party, which agreement shall not be unreasonably withheld or delayed.
6.14 No Third-Party Beneficiary . The provisions of this Agreement are for
the benefit only of the parties hereto, and no third party may seek to enforce,
or benefit from, these provisions; provided, however that the directors,
officers, employees, shareholders, partners and representatives of Buyer and
Sellers are intended third party beneficiaries of Section 5.2(a) and 5.2(b), as
applicable. Except for the persons described in the immediately preceding
sentence, the parties specifically disavow any desire or intention to create any
third party beneficiary hereunder, and specifically declare that no person or
entity, except for the parties and their respective successors, shall have any
right hereunder nor any right of enforcement hereof.
6.15 Representation of Counsel; Mutual Negotiation . Each party has had the
opportunity to be represented by counsel of its choice in negotiating this
Agreement. This Agreement shall therefore be deemed to have been negotiated and
prepared at the joint request, direction, and construction of the parties, at
arm's-length, with the advice and participation of counsel, and will be
interpreted in accordance with its terms without favor to any party. The
parties' respective counsel may not be disqualified from representing their
clients in indemnification or other disputes arising out of this transaction by
virtue of such counsel's prior representation of the other party in an unrelated
matter.
[Signature page follows]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their duly or authorized officers as of the day and year first
written above.
SELLERS:
/s/ Xxxxxxxx Xx
-----------------------------------------------
Julianna (Xxxxx) Lu
/s/ Xiao Xxx Xx
-----------------------------------------------
Xiao Xxx Xx
BUYER:
CHINA HEALTH HOLDING, INC.
/s/ Xxxxxxxx Xx
-----------------------------------------------
By: Julianna (Xxxxx) Lu
Title: President and CEO
[Signature Page to Intellectual Property Purchase Agreement]
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SCHEDULE 1
TRANSFERRED INTELLECTUAL PROPERTY
o VG-KING. A natural tonic for men's health, formulated specifically for
the male genitor-urinary system.
o VG-QUEEN. A natural product for women's health, formulated
specifically for the female reproductive system.
o VG-VITAL. This formula acts as a natural energy resource and
anti-oxidant. This product also is marketed as an anti-fatigue and
anti-aging agent and as a supplement to restore qii.
o VG-CARDIOVASCULAR. Designed to improve the function of the
cardiovascular system, thereby improving overall health.
o VG-IMMUNE. Enhances and restores the body's immune system.
o VG-BRAIN & MEMORY. Designed to increase blood flow to the brain and
cerebral system to improve memory and cerebral functions.
o VG-LIVER. Improves liver function and protects it from damage from
inflammation, oxidation and infections such as Hepatitis.
o VG-LUNG. Designed to improve and assist the functioning of the upper
respiratory tract and lungs. This product also is marketed to increase
respiratory ventilation for athletes.
o VG-ALLERGY. Designed to reduce the allergic reactions of the human
body. This product is marketed to prevent allergic reactions and
assist in recovery from allergic reactions.
o VG-EYE. Formulated specifically to improve eyesight and help eyes
function properly. This product consists of several herbal ingredients
that have a long medical history of benefits for the eye and the optic
n nerve system.
o VG-LONGEVITY. A special formula for prolonging people's life by
reducing the progress of aging. This product is designed to assist the
body at multiple system levels, including the immune, nervous,
cardiovascular and respiratory systems.
o VG-ANTI-DIABETIC. A special formula designed to assist diabetics with
managing their blood glucose levels and resisting infection.
o VG-ANTI-TUMOR. Formulated specifically for cancer patients who are
undergoing chemotherapy treatment. This product is designed to help
fight cancerous growths.
o VG-ANTI-COLD. Powerful anti-viral formula to help fight colds and
viruses.
o VG-PROSTATE. Designed to improve the prostate and reduce the risk of
prostate cancer.
o VG-WEIGHT CONTROL. Formulated to assist individuals with their weight
loss goals.
o VG-SRP (Seven Rare Pill for Nourishing Hair). Specifically formulated
to enhance deficiencies of the liver and kidney, improve the early
graying of hair, reduce nocturnal emission spermatorrhoea and decrease
lassitude in loin and knee.
o VG-MP (Motherwort Pill with Eight Precious Ingredients). Designed to
enhance the tonifying qui and blood, regulate menstruation, prevent
miscarriage, enhance female regeneration functions and improve the
body's energy and endurance levels.
o VG-EPP (Decoction of Eight Precious Products for Refreshing). Designed
to relieve acute alcoholism and reduce restlessness.
o VG-PTI (Pill of Two Immortal). Designed to enhance kidney functions to
reduce seminal emission. o VG-FZB (Five-zi Bolus for Generation).
Primarily for men, this product is designed to replenish and nourish
marrow and promote flow of kidney qii. This product was formulated for
kidney problems, impotence, premature ejaculation and early graying of
hair.
o VG-FKB (Five Kernel Bolus). Moistens the intestines to relieve
constipation.
o VG-LYZRW (Bolus of Longyan Aril and Wild Jujube Seed). Enriches the
blood, tranquilize the mind, tone the kidney and arrest spontaneous
emission.
o VG-ZMGQW (Bolus of Sesame Seed and Wolfberry Fruit). Designed to
invigorate the liver and kidney and help prevent premature graying of
hair.
o VG-ZMHTW (Bolus of Walnut and Sesame Seed). Designed to invigorate the
liver, tone the kidney, improve eyesight and moisten the intestines.
o VG-LZFLG (Cake of Lotus Seed and Poria). Designed to strengthen the
spleen and relieve mental stress.
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