EXHIBIT 10.7
Joint R&D Agreement*
Party A: Harbin Three-Happiness Bioengineering Co., Ltd.
Party B: Heilongjiang Chinese Medical University
Both parties agree to the following content after friendly discussion, in
conformity with related laws and regulations of PRC:
o Item 1. Purpose of cooperation
|X| Both parties like to establish cooperation relation on the basis of
"mutual benefits"
|X| Both parties make fully use of its own natural resource and enhance
help each other
o Item 2. How to cooperate
o 2.1 Party A assigns Party B to test its products under Party A's
standard, as well as develop new products
o Item 3. Rights and obligations of Party A
o 3.1 Party A is responsible to provide detailed information regarding
its products and keep good communication with Party B in time.
o 3.2 Party A warrants that all information provided to party B is true
and correct, will not impair the third Party's benefit. Otherwise
Party A will have to burden all consequences caused by bad
information.
o 3.3 Party A should pay [Y]200,000 to Party B for development new
products compensation.(Party B will receive [Y]100,000 upon signing
this agreement, the rest part will be paid after each test.)
o 3.4 Party A will own all intellectual property related new product,
which is developed by Party B per the instruction of Party A.
o 3.5 Both parties should obey the confidentiality requirements and
won't sell the technique or disclose technique cooperation information
to the third Party.
o Item 4. Rights and obligations of Party B
o 4.1 Party B should make use of technique advantage to provide Party A
consulting service.
o 4.2 Party B agrees to develop new products on the basis of information
provided by Party, and promises that won't disclose research result to
the third party.
o 4.3 Party B warrants the truth and integrety of technique information,
and will assist Party A to do clinical test.
o Item 5. Maturity date and other issues
o 5.1 The term is three years from the beginning of signing this
agreement.
o 5.2 Any revision isn't permitted without written consent executed by
representatives from both parties.
o 5.3 Each party keeps a copy of this agreement.Each copy has equal
legal binding.
o 5.4 All supplementary agreements will become effective parts of the
whole agreement upon being signed by both Parties.
o 5.5 Each party is prohibited from disclosing this agreement to the
third party without the written consent issued by the other side.
Otherwise, has to burden the obligations caused by disclosure.
o 5.6 This agreement is governed and interpreted laws of PRC.
o Signed by:
Chop of Harbin Three-Happiness Bioengineering Co., Ltd.
Chop of Heilongjiang Chinese Medical University
Date: October 18, 2002
*Translation from Chinese original
