Licensing Agreement
EXHIBIT
10.1
Party
A: Winner Group Limited
Address:
Winner Industrial Park, Bulong Rd. Longhua Shenzhen
Authorized
representative:
Party
B: Xxxxxxxx Xx
Address:
Winner Industrial Park, Bulong Rd. Longhua Shenzhen
Whereas:
| 1. |
Party
A is a limited liability company incorporated in Cayman Islands.
Its
subsidiaries set up in the People’s Republic of China (“PRC Subsidiaries”)
are mainly engaged in development, production and sales of medical
apparatus products. Party B is the controlling shareholder of Party
A;
|
| 2. |
Party
B owns three technical know-how (“Know How”) as listed in Schedule 1 of
this Agreement and is currently applying for patents in PRC and other
30
countries, and preliminary reviews for such applications have been
passed
in some 8 countries;
|
| 3. |
To
facilitate the rapid development of Party A and its PRC Subsidiaries,
Party B agrees to license Party A and its PRC Subsidiaries the right
to
use the Know-how and Party A agrees to accept such license.
|
Now,
therefore, through
friendly consultation, the parties have reached the following
agreements:
| 1. |
License
For the Know-how
|
| 1.1 |
Party
B agrees to grant Party A and its PRC Subsidiaries the perpetual
license
to the Know-how from the signing date of this Agreement.
|
| 1.2 |
Party
B agrees that upon its obtaining patent rights for the Know-how,
if,
according to PRC laws and regulations, Party B needs to conduct
registration or filing procedure with competent PRC authority for
licensing of the patented Know-how, it shall cooperate with Party
A to go
through such procedures.
|
| 1.3 |
Both
parties agree that without prior written consent of Party B, Party
A and
its PRC Subsidiaries shall not license any other party the right
to use
the Know-how.
|
| 2. |
License
Fee
|
| 2.1 |
Party
B agrees that its license for Know-how to Party A and its PRC Subsidiaries
is free of charge.
|
| 2.2 |
Party
A agrees that as compensation to Party B’s free license, it shall bear all
the cost and expenses incurred relating to the patent applications
for the
Know-how.
|
| 3. |
Miscellaneous
|
| 3.1 |
This
Agreement shall become effective once it is signed and stamped by
both
parties. This Agreement is in two originals. Each party shall retain
one
original and they are of the same legal effect.
|
| 3.2 |
This
Agreement shall replace any oral or written agreement/arrangement
reached
by and between Party B and Party A as well as any of its PRC Subsidiaries
previously, including but not limited to the Letter of Undertaking
issued
by Party B to Winner Medical (Huanggang) Co., Ltd.on September
22nd
2005.
|
Party
A: Winner Group Limited Party B: Xxxxxxxx Xx
Date:
December 1st,
2005
Date: December 1st, 2005
-1-
Schedule
1:
Patents
Application of Party B:
|
Name
|
Application
Number
|
Type
|
Country
|
Status
|
|
manufacture
method of the 100% cotton non-woven medical dressings
|
20051033147.1
|
Invention
|
PRC
|
Apply
on 6 February 2005
Has
passed initial exam
|
|
Spunlace
non-woven fabric with X thread
|
200520055659.3
|
Utility
Model
|
PRC
|
Apply
on 17 March 2005
|
|
Spunlace
non-woven fabric with X thread and its manufacture method
|
200510033576.9
|
Invention
|
PRC
|
Apply
on 17 March 2005
Has
passed initial exam
|
|
Invention
|
30
Countries and Regions
|
Apply
on June 2005
Obtain
pass notice for initial exam of Europe Union and other 7 countries:
Brazil
(acceptance No. P10502653-9), Russia(2005118845), Korea (2005-0056783),
Singapore (2005039417), Europe Union (05013515.1/EP05013515), The
United Arab Emirates(GCC/P/2005/4854)
and India (1629/DEL/2005)
|
-2-
Schedule
2:
Name
List of PRC Subsidiaries of Party A
| 1 、 |
Winner
Industries (Shenzhen) Co.,
Ltd.
|
| 2 、 |
Winner
Medical & Textile Ltd. Zhuhai
|
| 3 、 |
Winner
Medical & Textile Ltd. Jingmen
|
| 4 、 |
Winner
Medical & Textile Ltd. Tianmen
|
| 5 、 |
Hubei
Winner Textiles Co., Ltd.
|
| 6 、 |
Winner
Medical & Textile Ltd. Yichang
|
| 7 、 |
Winner
Medical & Textile Ltd. Jiayu
|
| 8 、 |
Winner
Medical & Textile Ltd. Chongyang
|
| 9 、 |
Winner
Medical (Huanggang) Co., Ltd.
|
| 10 、 |
L+L
Healthcare Hubei Co., Ltd.
|
| 11 、 |
Shanghai
Winner Medical Apparatus Co., Ltd.
|
| 12 、 |
Chongyang
Wenqiang Medical Treatment Materials Co., Ltd. (Under
Liquidation)
|
-3-
