Cooperation Agreement
Party
A:
College
of Life Science of Northwest University
Party
B:
Shaanxi
Aoxing Pharmaceutical Co., Ltd.
Party
A
and Party B through mutual negotiations hereby enter into this cooperation
agreement (the “Agreement”)
regarding to the issues of intern practice base and technical cooperation
according to the following terms and conditions on September 10,
2006:
Article
1 Intern Practice
1.1
Intern practice base
Party
A
agrees to engage Party B as Party A’s teaching and science researching practice
base, and Party B agrees to become Party A’s teaching and science researching
practice base.
1.2
Interns
Party
B
will send interns (the “Interns”)
in two
groups a year to practice in Party B; the Interns shall be the official enrolled
students, teachers, employees or researchers of Party A; the number of Interns
sent each group shall be between 30 to 40. The intern practice fee for each
Intern is RMB 600 per month.
1.3
The schedule and content of intern practice
Party
A
shall notify the number, name list and general introduction of the Interns
to
Party B in advance; Party B shall have the right to decide on the schedule,
positions and content of intern practice, in consideration of the Interns’
actual ability and time. Party B shall notify Party A seven days in advance
after the aforesaid decision is made.
1.4
Intern practice fee
The
intern practice fee for each Intern is RMB 600 per month, and Party B shall
pay
the intern practice fee to Party A; the commuting, beverage and food expenses
of
the Interns shall be paid by Party B, but the total amount of such expense
shall
not beyond RMB 4,000 per month.
1.5
Recruitment
Party
B
agrees to consider the Interns after their graduation as priority in Party
B’s
recruitment.
Article
2 Technical Cooperation
2.1
Technical support
Party
A
agrees to teach Party B the planting, identifying knowledge of traditional
Chinese medicine and other biological technology (the “Technical
Support”).
Party
A shall have the right to decide on the content of Technical Support, in
consideration of the actual need of Party B.
Unless
otherwise claimed by Party A, the technology, technique, method, information
and
other written or unwritten materials (the “Technical
Information”)
taught
by Party A in Technical Support shall be deemed to be authorized to Party B
for
use by Party A, without any ownership transfer.
Party
B
shall ensure that Technical Information not infringe any third party’s
intellectual property right. If Party A loses the ownership of Technical
Information, it shall immediately inform Party B. If Party B suffers any loss
occurring from the claims by a third party for the infringement of its
intellectual property right due to the improper notice of Party A, Party A
shall
make up such loss.
Party
B
does not have to pay any fee to Party A for the Technical Support and Technical
Information under this Agreement.
2.2
Academic exchanges
Party
A
agrees to accept Party B’s staff (the “Learning
Staff”)
to
learn advanced traditional Chinese medicine and pharmaceutical knowledge. Party
A has right to arrange the time and way of learning in consideration of Party
B’s need. The learning tuition shall be paid according to the relevant laws and
regulations.
Party
A
agrees to send experts and professors regularly to Party B for academic
discussions and communications. Party A and Party B may decide on the schedule
of such exchange by reaching other agreement, but the exchange shall not be
less
than 12 persons a year.
2.3
R&D of new drug
Party
A
and Party B agree to cooperate on the R&D of new drug (the “Project
Cooperation”).
All
the products and relevant intellectual property rights of Project Cooperation
shall belong to Party B. Party A shall, according to the request of Party B,
deliver all samples, formulas, methods, techniques, experiment records,
documents, drawings and other information (the “Researching
Materials”)
regarding the Project Cooperation to Party B or the third party appointed by
Party B.
Party
A
shall give necessary assistance when Party B applys for new drug or patent,
and
keep the content, products and Researching Materials confidential.
For
each
product of Project Cooperation, Party B shall pay certain fee to Party B on
the
basis of valuation result. Party A and Party B shall make agreement for the
details of each co-operation of Project Cooperation besides this
Agreement.
Article
3 Rights and Responsibilities of Party A and Party B
3.1
Party A’s rights
Party
A
has right to: (1) request Party B to accept the Interns to practice in Party
B,
and send teacher or employees to supervise and advise on practice; (2) decide
on
the method and content of Technical Support in consideration of Party B’s need;
(3) reasonably arrange the learning time and way of Learning Staff.
3.2
Party A’s Responsibilities
Party
A
has responsibilities to (1) notify the number, name list and general
introduction of the Interns to Party B in advance; (2) ensure that Technical
Information not infringe any third party’s intellectual property right and
immediately inform Party B If Party A loses the ownership of Technical
Information; (3) accept the Learning Staff to learn in Party A and send experts
and professors regularly to Party B for academic discussions and communications;
(4) according to the request of Party B, deliver Researching Materials regarding
the Project Cooperation to Party B or the third party appointed by Party B,
give
necessary assistance when Party B apply for new drug or patent, and keep the
content, products and Researching Materials confidential.
3.3
Party B’s rights
Party
B
has right to (1) decide on the schedule, positions and content of intern
practice, in consideration of the Interns’ actual ability and time; (2) receive
Technical Support from Party A and use the Technical Information (3) obtain
the
ownership of all the products and relevant intellectual property rights of
Project Cooperation and Researching Materials, and request Party A for giving
necessary assistance when Party B apply for new drug or patent.
3.4
Party B’s responsibilities
Party
B
has responsibilities to (1) accept the Interns to practice in Party B, and
notify the schedule, positions and content of intern practice to Party A seven
days in advance; (2) keep the Technical Information confidential.
Article
4 Term of Cooperation
The
term
of cooperation under this Agreement is September 10, 2006 to September 10,
2008.
This Agreement shall be automatically terminated upon the expiration of
cooperation term.
Article
5 Copies
This
Agreement is executed in two (2) copies; each Party holds one and each original
copy has the same legal effect.
(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK)
Party
A:
College
of Life Science of Northwest University (seal)
Authorized
Representative (signature):
Party
B:
Shaanxi
Aoxing Pharmaceutical Co., Ltd. (seal)
Authorized
Representative (signature):
