Unofficial English Translation of Intangible Assets Transfer Agreement
Exhibit
10.1
Unofficial
English Translation of
Party A:
Shandong Daxin Microbiology Pharmaceutical Industry Co., Ltd.
Party B:
Yantai Bohai Pharmaceutical Group Co., Ltd
________________________________________________________________
Whereas,
based on thorough negotiations between Party A and Party B, Party A (Shandong
Daxin Microbiology Pharmaceutical Industry Co., Ltd) agrees to transfer all of
its rights and title in and to fourteen (14) Drug Approval Numbers (the “DANs”)
for fourteen (14) medicines that were previously issued by Shandong Drug
Administration to Party B (Yantai Bohai Pharmaceutical Group Co.,
Ltd). Both Parties hereby make the following agreements:
1. Party A
(Shandong Daxin Microbiology Pharmaceutical Xxxxxxxx.Xx, Ltd.) shall be
responsible for completing all the necessary legal and administrative procedures
involving Shandong Branch of the State Food and Drug Administration (the “SFDA”)
for the transfer (the “Transfer”) of the DANs by Party A to Party
B. Party A shall pay for all necessary expenses related to the
aforementioned administrative or legal procedures in connection with the
Transfer. As of the day of the signing of this Agreement, Shang Dong SFDA has
approved the Transfer.
2. A list of
the DANs is annexed hereto as Exhibit A. Party A hereby assigns, transfers and
conveys its entire right, title and interest in the DANs to Party B in
consideration of the purchase price set forth herein.
3. Party A
and Party B agree that the purchase price for the DANs shall be RMB
48,000,000. Both parties also agree that the payment of RMB
20,000,000 shall be made within fifteen days (15) after this Agreement is
executed by both parties. The remaining balance shall be paid by
January 31, 2011.
4. Party A
represents and warrants to, and agrees with, Party B that:
a. It has
full right, power and authority to enter into this Agreement and that this
Agreement, when delivered, shall constitute a legal, valid and binding
obligation of Party A, enforceable in accordance with its terms.
b. All the
consents and approvals of any third party (including the SDA) which are required
in connection with the execution of this Agreement or the performance by Party A
of its obligations under this Agreement have been obtained by Party
A.
c. Party A
is not aware of any threatened, or pending dispute or challenge that would
interfere with the Transfer or the general purpose and intent of this
Agreement.
d. The entry
into and performance of this Agreement by Party A does not breach or conflict
with any other agreement to which Party A or any of its affiliates is a party
nor, to Assignor’s knowledge, will it give rise to a claim of breach or right of
rescission, termination, revision, or amendment, under any other contract,
arrangement or understanding to which Party A or any of his affiliates is a
party.
e. Party A
has sole, exclusive, valid and unencumbered title and rights to the DANs and has
not granted any license or made any other conveyance or license of rights in the
DANs or any related medicines to any third parties.
5. Party A
agrees that, when requested, it will, without charge to Party B, sign all
papers, take all rightful oaths, and do all acts which may be necessary,
desirable or convenient for securing and maintaining the rights and assets
subject to the Transfer and for vesting title thereto in Party B, its
successors, assigns or nominees, or which may be necessary to exploit or defend
Party B’s rights in such rights and assets.
6. Both
Parties shall try to resolve any dispute arising from this Agreement through
negotiations between themselves. Any lawsuit arising from this Agreement shall
be adjudicated by the People's Courts in China.
7. This
Agreement may be executed in one or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.
Party A:
Shandong Daxin Microbiology Pharmaceutical Xxxxxxxx.Xx,.Ltd
By: /s/ Xxxxx Xxxx
[Corporate Stamp]
Title: Legal
Representative
Date: December 9, 2010
Party B:
Yantai Bohai Pharmaceutical Group Co., Ltd
By: /s/ Hongwei Qu
[Corporate
Stamp]
Title: Legal
Representative
Date: December 9, 2010
Exhibit
A
List of DANs
|
Number
|
Name
of the Medicines
|
DANs
|
|
1
|
Yinqiao
Detoxification Pellet
|
Z37020715
|
|
2
|
Tianwang
heart nourishing Pellet
|
Z37020714
|
|
3
|
Tongxuan
lung Pellet
|
Z37020717
|
|
0
|
Xxxx
Xxxxxxxx Xxxxxx
|
X00000000
|
|
0
|
Xxxxxxxxxx
Xxxxxx
|
Z37020711
|
|
6
|
Dieda
Pellet
|
Z37020723
|
|
7
|
Qipi
Pellet
|
Z37020685
|
|
8
|
Ginseng
Guipi Pellet
|
Z37020716
|
|
9
|
Spleen
Pellet
|
Z37020712
|
|
10
|
Jiufen
Powder
|
Z37020683
|
|
11
|
Xx
Xx Xxx Xxxx Pellet
|
Z37020707
|
|
12
|
Qingwen
Detoxification Pellet
|
Z37020708
|
|
13
|
Wuhu
Powder
|
Z37020710
|
|
14
|
Hawthorn
Pellet
|
Z37020713
|
