Drug Purchase and Sales Contract
EXHIBIT
10.11
Party A:
Changchun Changheng Pharmaceutical Co., Ltd.
Party B:
Tonghua Tongdetang Pharmaceutical Co., Ltd.
This
contract is made by and between Party A and Party B with regards to the
product Liminpai of Party A through friendly negotiation based on the principle
of mutual benefits and common development as well as the common understanding of
pharmaceutical market:
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I.
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The
two parties implement the market protection policy in the region, based on
the premise of honesty.
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II.
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Party
A shall guarantee that the production complies with the national approved
quality standard.
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III.
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Party
A supplies the goods in base-price and issue the value-added tax to Party
B in base-price; other operation activities and economic contacts shall be
assumed by Party B.
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IV.
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Party
A supplies the goods to Party B in base-price, and Party A shall bear the
charges for producing the finished products as well as the transportation
fees.
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V.
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Each
finished product shall be attached with the quality inspection
report.
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VI.
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Right
and obligation of Party A
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1.
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Party
A shall provide the relevant documents, materials and procedures related
to the agent products to Party B, such as Pharmaceutical Production
Enterprise License, Business License, Product documents,
power of attorney and bidding & tendering
materials.
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2.
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Party
A shall provide the materials needed by provincial price report to
Party B.
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3.
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Product
quality: Party A shall assume the economic responsibility caused by
quality problem (based on the inspection report of drug control
department); the consumer’s complaints shall be based on the verdict of
legal department, and the items through negotiation shall be confirmed by
the two parties.
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4. If
Party B operates illegally, Party A has right to terminate the agent right of
Party B.
5. Party
A shall guarantee the goods supply of Party B.
6. Party
A shall keep confidential about this agreement for the third party.
VII.
Right and obligation of Party B
1. Party
B shall maintain the right and reputation of Party A, and it shall assume the
economic loss and civil responsibility owing to advertisement and bad
operation.
2. Party
B shall be responsible for the market planning, sales, advertisement design
& making, software design, making and propaganda materials of the agent
product.
3. Party
B shall promptly report the market promotion progress to Party A.
4. Party
B shall keep confidential about the agreement for the third party.
VIII.
Change or termination of agreement
The two
parties can change or terminate the agreement through negotiation if one of the
following situations occurred:
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1.
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Great
change of national policies;
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2.
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Force
majeure factors like natural
disaster;
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3.
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Breach
of contract of any party;
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4.
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If
one party wants to change or terminate the agreement, it shall notify the
other party in advance of 30 days.
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IX.
Disputes solution
Any
disputes related to this agreement shall be solved through negotiation based on
the principle of
mutual understanding and mutual accommodation.
X.
Others
1. This
agreement will take effect after signing and sealing of the two parties, with
Party A and Party B holding one respectively;
2. The
unsettled matters herein shall be solved through negotiation, and signed the
supplementary clauses, which cover the same legal effect with this
agreement;
3. If the
contact ways or addresses of the two parties are changed, it shall promptly
notify the relevant department of the other party.
The valid
period of this agreement is from Jan. 16, 2009 to Jan. 16, 2010
Party A:
Changchun Changheng Pharmaceutical Co., Ltd.
Signed
and Sealed
Date:
Jan. 16, 2009
Party
B: Tonghua Tongdetang Pharmaceutical Co., Ltd.
Signed
and Sealed
Date: Jan.
16, 2009
