EXHIBIT 10.6
China Pharmaceutical University
and
China Biopharmaceuticals Holdings Inc.
---------------------
Cooperation Agreement
---------------------
Date August 26, 2004
Cooperation Agreement
This agreement was entered into by the following parties in Nanjing city,
Jiangsu province, in August 26th, 2004:
(1) China Pharmaceutical University "Party A" or "University" a university
belonging to the Ministry of Education of China. Address: ▇▇. ▇▇
▇▇▇▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇; the People's Republic of China ("PRC" or
"China").
(2) China Biopharmaceuticals Holdings Inc. "Party B" a Delaware Corporation.
Address: ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇.▇.▇.
Whereas
1. According to the Company Law of PRC, Contract Law of PRC and other related
current laws and legislations of PRC, Party A and Party B decided to build
up joint new drug research and development laboratory (the "Lab").
2. Party B decided to inject 300,000 RMB to Party A's new drug screening
center in order to build up the Lab.
3. Party A becomes a shareholder of Party B.
Party A and Party B are hereby agree as follows:
1. Assurances and Promises:
1.1 Each of Party A and Party B announces and assures that:
(1) It has any and all civil rights and behavioral abilities that are essential
for the subscription and fulfillment of this agreement; and the
subscription and fulfillment of the agreement will not violate any
regulation, agreement, contract or other legal documents that have
constraining force on it.
(2) It has taken and will take all necessary measures, in order to obtain all
agreements, approvals, authorizations and permissions that are necessary
for the subscription and fulfillment of this letter of intent.
2
1.2 Party A announces and promises to Party B that:
The basic information that Party A submitted to and will submit to Party B
is true, complete, correct and non-misleading.
2. Content of Cooperation
2.1 Issuing Shares of Common Stock of Party B to Party A.
2.1.1 Party A agrees to accept 300,000 common stock shares of Party B to become
a shareholder of Party B. Party A agrees to assign the president of the
University or his designee to be the independent director of Party B.
2.1.2 Party B agrees to issue 300,000 common stock shares to Party A and accept
Party A to be a shareholder of Party B. Party B agrees to have Party A assign
the president of the University or his designee to be an independent director of
Party B.
2.1.3 Party A does not need to pay cash for the 300,000 common shares issued by
Party B.
2.2 Content of Joint New Drug Research and Development Laboratory
2.2.1 Party A agrees to accept Party B's investment of 300,000 RMB in Party A's
new drug screening center.
2.2.2 Party B agrees to inject 300,000 RMB to Party A's new drug screening
center.
2.2.3 Party A promises to Party B that the capital injected by Party B will only
be used to purchase necessary equipments and improve the experimentation
conditions for the joint Lab.
2.2.4 Party B agrees to provide 100 new chemical compounds annually for the Lab
to screen for potential drug candidates.
2.2.5 Party A agrees that Party B has priority to use the new drug candidates.
The purchase condition will be discussed and determined case by case by both
Parties.
3
2.2.5 Party A agrees that Party B has full authority to access all the new drug
patents and new drug technologies that owned by the University, and has priority
to purchase selected patents and technologies. The purchase condition will be
discussed and determined case by case by both Parties.
3. Time frame of the agreement
The effective time frame for his agreement is five (5) years. At the
expiration date of this agreement, the agreement will be renewed under the
condition that there is no conflict between Party A and Party B for the
cooperation. If there are any conflicts between both parties, the conflicts
should be resolved through friendly negotiation.
4. Legal effectiveness of this agreement
This agreement cannot be terminated by either party unless both Parties
agree to terminate this agreement.
5. Applicable Law and Arbitration
5.1 This agreement is applicable to Chinese Law.
5.2 If there are any conflicts between both parties, the conflicts should be
resolved through friendly negotiation within 30 days; Otherwise, it can be
referred to the China International Economic Trade Arbitration Committee.
6. Others
6.1 Both Parties should inform each other any notices related to this agreement
through registered mail, fax, e-mail or mail.
6.2 This agreement become effective upon signing.
6.3 This agreement has four copies. Each party should hold two copy.
4
Party A China Pharmaceutical University
Representative: /s/ ▇▇▇▇▇ ▇▇▇ Long
------------------------------
▇▇▇▇▇ ▇▇▇ Long
Title: Head of Technology Department of
China Pharmaceutical University
Party B China Biopharmaceuticals Holdings Inc.
Representative: /s/ Peng Mao
------------------------
Peng Mao
Title: Chief Executive Officer
5
