Exhibit 10.18
TRADEMARK LICENSE AGREEMENT
Licensor: Shenzhen Neptunus Tong'ai Pharmaceutical Manufacturing 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
negotiation, Party A and Party B enter into this Trademark License Agreement.
1. Party A is the legal trademark registrant of 1 trademark as listed in
the annex attached hereto (the "Licensed Trademark") (please refer to the annex
for details of the specific trademark).
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
Trademark on the products supplied to Party B. This license is an exclusive
license. Party B may exclusively use the Licensed Trademark 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 Trademark 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 Trademark 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 Trademark, 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 combination of the
forgoing of the Licensed Trademark 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 Trademark hereunder; and
c. Party B may not apply for registration of the Licensed Trademark in any
other
country in any way and in any name.
6. To protect the reputation of the Licensed Trademark, Party B promises to
use the Licensed Trademark in a reasonable way and guarantees to protect the
reputation of all products bearing the Licensed Trademark at final retail
session. Party A shall have the right to supervise the quality of Party B's
products bearing the Licensed Trademark, 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 Trademark; 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
purchase the Licensed Trademark, 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 Trademark as verified and confirmed by the parties.
Miscellaneous: this Agreement is executed with four originals, of which two
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 Trademark
Licensor (Party A):
Shenzhen Neptunus Tong'ai Pharmaceutical Manufacturing Co., Ltd.
/s/ Shenzhen Neptunus Tong'ai Pharmaceutical Manufacturing Co., Ltd.
Legal (authorized) representative: /s/ Xxxxx Xxxxx
Licensee (Party B):
Shenzhen Nepstar Pharmaceutical Co., Ltd.
/s/ Shenzhen Nepstar Pharmaceutical Co., Ltd.
Legal (authorized) representative:
This Agreement is entered into on June 28, 2007.
List of Trademarks
No. Name of Trademark Registration No. Registrant Category
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1 Tong'ai 1716422 Neptunus Tong'ai 6