Drug Purchase & Sales Contract
EXHIBIT
10.10
Drug
Purchase & Sales Contract
Party A:
Changchun Yongxin Dirui Drug Co., Ltd.
Party
B: Tonghua Tongdetang Pharmaceutical Co., Ltd.
This
contract is made by and between Party A and Party B through friendly negotiation
to maintain the normal flow price & order of Party A’s products as well as
the legal benefits of the distributors based on the principle of equity and
mutual benefits.
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I.
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Sales
term, task and supply price of Party
B.
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1.
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The
sales term is from Jan 9, 2009
to Jan 9,
2010 (it cannot exceed the cooperation term of Party A
and Party B).
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2.
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The
product price provided by Party A to Party B and sales task of Party B,
etc.
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II.
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Responsibility
and right of Party B
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1.
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Purchase
channel: It must purchase the products in the contract from Party A. (The
purchase of any distributor of Party A in this region can be regarded as
the sales task of Party B)
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2.
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Sales
price: The wholesale price shall not be lower than the price specified by
Party A.
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3.
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It
shall positively coordinate Party A to develop various propaganda and
promotion activities; it shall provide convenient conditions if the
personnel of Party A come to the drugstore and shop located at Party B’s
place to develop the promotion. If the promotion area is the drugstore
directly subordinated to Party B, Party B shall provide the place for
free.
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4.
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It
can receive the awards of Party A if it reaches the award standard and
doesn’t violate the clauses of this
agreement.
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5.
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After
this agreement expires, it has the priority to extend the agreement under
the same conditions.
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III.
Examination requirements for Party B
Party A
has right to supervise and check the operation activities of Changping under the
agreement; for example, it has right to point out the violation behaviors of
Party B and refuse the awards until the agreement terminates. During the
agreement execution period, Party A shall coordinate Party B to propaganda and
promote the activities, so as to enhance the sales works in distribution area,
and meet the requirements of Party A within the regulated
period.
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1.
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Violation
of price regulation: Party B shall seriously comply with the distribution
price regulated in the agreement in the distribution process, if Party B
violates the regulation to sell in low price, it shall adopts proper
measures within three days after receiving the price supervision notice
from Party A; meanwhile, it shall keep it in the normal state, otherwise,
Party B will be deemed as breach of the contract by Party
A.
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2.
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Violation
of supply account and account sales regulations: Party B must provide the
account or account sales of last month with the seal before 8 of each
month to Party A, and Party B will be deemed as breach of the contract if
it doesn’t provide the materials, delays or practices
fraud.
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3.
Violation of the regulation of sales region: Party B must strictly comply with
the directly-subordinated sales region and channel to operate, if Party A finds
that Party B sells the products in other region by means of other channels,
these products cannot be used for the sales task.
IV. The
creditor’s right, debt and disputes of the two parties shall be solved by
themselves.
V. If
Party A is canceled the distribution cooperation owing to its violation of
contract during the agreement period by Party B, it shall notify Party B to
re-determine the purchase channel and sign the agreement separately; meanwhile;
Party A shall admit the sales amount and award of Party B during the
distribution period.
VI. Force
majeure
Any party
cannot perform the contract owing to the factors of force majeure, it shall
promptly notify the other party in the written form with regards to the detail
that all or part of the Contract cannot be fulfilled, and provide the
certificate; after confirmed by Party A in the written form, it allows the delay
of the performance or non-performance, and it will be avoided part or entire
responsibility for breach of contract according to the situation.
VII.
Others
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1.
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The
unsettled matters herein shall be solved by the two parties through
negotiation.
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2.
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This
agreement will take effect after signing and sealing of the legal
representative or authorized client of eh two
parties.
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3.
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This
agreement is in duplicate, with eh two parties holding one respectively,
covering the same legal effect.
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Party A:
Changchun Yongxin Dirui Drug Co., Ltd.
Signed and
Sealed
Date: Jan
9, 2009
Party B:
Tonghua Tongdetang Pharmaceutical Co., Ltd.
Signed and
Sealed
Date: Jan
9, 2009
