Exhibit 10.17
TRADEMARK LICENSE AGREEMENT
Licensor: Shenzhen Neptunus Pharmaceutical Co., Ltd. (hereinafter referred to as
"Party A")
Licensee: Shenzhen Nepstar Pharmaceutical Co., Ltd. (hereinafter referred to as
"Party B")
In accordance with relevant provisions of Trademark Law of the People's
Republic of China, under the principles of free will and faithfulness, through
discussion, Party A and Party B enter into this Trademark License Agreement.
1. Party A is the legal trademark registrant of _14_ trademarks as listed
in the annex attached hereto (the "Licensed Trademarks") (please refer to the
annex for details of the specific trademarks).
2. Party A hereby licenses Party B to use for its own business or to
authorize its manufacturers, after notifying Party A, to use the Licensed
Trademarks on the products supplied to Party B. This license is an exclusive
license. Party B may exclusively use the Licensed Trademarks within the scope
permitted by Party A and in the way as authorized hereunder.
Geography scope of license: no restriction.
3. The provision of the Licensed Trademarks logo: in writing (please refer
to the photocopy of the Trademark Registration Certificate).
4. Term of license and Fees: the term of license shall be the whole legally
existing period of the Licensed Trademarks from the effective date of this
Agreement, including the trademark registration term and the renewed term after
expiry of the trademark registration term; within the term of license, Party A
will not charge any fee against Party B.
5. When using the Licensed Trademarks, Party B may not take any action in
violation of any national laws or regulations; otherwise, it shall bear the
liability of breach of contract in accordance with laws of the People's Republic
of China.
a. Party B may not change any character, figure or the combination of the
forgoing on the Licensed Trademarks without Party A's permission;
b. Party B may not, in any way, create or use any trademark logo that is
similar to or transformed from the Licensed Trademarks hereunder; and
c. Party B may not apply for registration of the Licensed Trademarks in any
other country in any way and in any name.
6. To protect the reputation of the Licensed Trademarks, Party B promises
to use the Licensed Trademarks in a reasonable way and guarantees to protect the
reputation
of all products bearing the Licensed Trademarks at final retail session. Party A
shall have the right to supervise the quality of Party B's products bearing the
Licensed Trademarks, while Party B shall guarantee the quality of the products
bearing such Licensed Trademarks.
a. Party B must indicate the name of the manufacturer and place of
production on the products bearing the Licensed Trademarks; and
b. Party B may not take any action that may have adverse effect on the
Licensed Trademark within and after the term of this Agreement;
7. This Trademark License Agreement shall become legally binding once upon
execution. Party A has no right to revoke this Agreement under any circumstance.
Otherwise, Party A shall be responsible for all legal and economic liability
arising therefrom.
8. Within the term of this Agreement (including the renewed term after
expiration of trademark registration term), Party B shall have the right to buy
one or some or all of the Licensed Trademarks, the price of which will be equal
to total direct expenses of Party A incurred in application for or renewing
application for rights on such Licensed Trademarks as verified and confirmed by
the parties.
Miscellaneous: this Agreement is executed with four originals, two of which
shall be kept by each of Party A and Party B respectively. This Agreement shall
become effective after signed by legal (authorized) representatives of both
parties and stamped by both parties.
Annex: List of Trademarks
Licensor (Party A):
/s/ Shenzhen Neptunus Pharmaceutical Co., Ltd.
Legal (authorized) representative: /s/ Xxxxx Xxxxx
Licensee (Party B):
/s/ Shenzhen Nepstar Pharmaceutical Co., Ltd.
Legal (authorized) representative:
This Contract is entered into on June 28, 2007.
List of Trademarks
No. Name of Trademark Registration No. Registrant Category
--- ----------------- ---------------- ----------------------- --------
1 Qianlong 1395464 Neptunus Pharmaceutical 6
2 Xiongshi 1395462 Neptunus Pharmaceutical 5
3 Nuoshaxin 1616834 Neptunus Pharmaceutical 5
4 Shumo Xiling 1616828 Neptunus Pharmaceutical 5
5 Yishuang 1636559 Neptunus Pharmaceutical 5
6 Xxxxx Xxxxxxxx 1750500 Neptunus Pharmaceutical 5
7 Xiaoyin 3054944 Neptunus Pharmaceutical 5
8 Jinfu 3248137 Neptunus Pharmaceutical 5
9 Bojue 3383591 Neptunus Pharmaceutical 5
10 Ganguo Ningxin 3450210 Neptunus Pharmaceutical 5
11 Naolitong 3435744 Neptunus Pharmaceutical 5
12 Shuangning 1616831 Neptunus Pharmaceutical 5
13 Yiting 1616832 Neptunus Pharmaceutical 5
14 Kangmin 1971127 Neptunus Pharmaceutical 6
