Unassociated Document


    
      Exhibit
10.36

      


      Sales
Agreement

      


      


      Party A:
Panshi Hospital

      


      Party B:
Changchun Yongxin Dirui Medical Co., Ltd.

      


      This
Sales Agreement (the “Agreement”) is entered into by and between Party A and
Party B in connection with sales of pharmaceuticals.

      


      
        	
                I.  

              	
                General
      Provisions

              


      

      


      
        	
                1.  

              	
                Party
      A agrees to purchase pharmaceuticals from Party B of an amount of at least
      RMB15 million during the contract year (an estimated amount of RMB1.25
      million per month; the monthly purchase amount shall be no less than RMB 1
      million).

              


      

      


      
        	
                2.  

              	
                Party
      A shall pay for the first month’s purchase amount starting from the 6th
      month from the beginning of the contract year. Accounts receivable from
      Party A shall at no time exceed RMB 6 million in total. Accounts
      receivable in any given month shall not exceed RMB 1.2
      million.

              


      

      


      
        	
                II.  

              	
                Representations
      of Parties

              


      

      


      
        	
                1.  

              	
                Party
      B shall supply drugs to Party A according to the Hospital’s Drug Schedule
      provided by Party A.

              


      

      


      
        	
                2.  

              	
                Party
      B shall guarantee that drugs sold to Party A are genuine and qualified
      drugs that are in accordance with national standards and applicable laws
      and regulations.

              


      

      


      
        	
                3.  

              	
                The
      sales price of drugs will be further determined through joint agreement
      between the parties based on the
following:

              


      

      
        	
                ·  

              	
                Bidding
      price; or

              


      

      
        	
                ·  

              	
                Market
      price, with a discount applied to drugs that are not subject to
      bidding

              


      

      


      
        	
                4.  

              	
                Party
      A will place one or two orders with Party B per week. Party B shall
      deliver the ordered products within 3 days after receipt of the
      order.

              


      

      


      
        	
                5.  

              	
                Party
      B shall provide Party B with invoices, inventory checklists and product
      inspection reports upon delivery of products. If Party B cannot provide
      the invoice upon delivery, it shall send the invoice to Party A by the end
      of the month during which the delivery was
made.

              


      

      


      
        	
                6.  

              	
                Party
      A shall inspect the products immediately upon receipt of delivery and may
      claim returns for any defective products discovered in the inspection.
      Party B shall not accept returns if Party A accepts the products after
      inspection and discovers problems after the products are placed in storage
      by Party A.

              


      

      


      
        	
                7.  

              	
                Party
      A and Party B shall verify the sales books and records before the 10th day
      of every month and shall correct any errors or discrepancies as soon as
      possible.

              


      

      


      
        	
                8.  

              	
                Party
      A shall claim any return of products within 6 months before the expiration
      date of such products.

              


      

      


      
        	
                9.  

              	
                If
      Party A fails to claim a return within the above mentioned time period,
      Party B shall help Party A contact the manufacturer in good faith and
      claim a return, and Party A shall bear any loss in the event that no
      return is accepted by the
manufacturer.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                10.  

              	
                Party
      A shall notify Party B of any quality related issues for the products.
      Party B shall contact the supplier or manufacturer of such products and
      clarify the liabilities of all parties. However, Party A shall be liable
      for any damages that are resulted from misuse or improper storage of
      products by Party A.

              


      

      


      
        	
                11.  

              	
                Party
      A’s purchase amount shall be no less than the amount set forth in the
      Agreement. If Party A’s monthly purchase is less than the stipulated
      amount, the amount of the shortfall shall be rolled over to the next
      month.

              


      

      


      
        	
                12.  

              	
                During
      the five months preceding the expiration date of this Agreement, Party A’s
      monthly purchase amount shall be no more than the average monthly purchase
      amount during the contract year.

              


      

      


      
        	
                III.  

              	
                Rights
      and Obligations

              


      

      


      
        	
                A.  

              	
                Rights
      and Obligations of Party A

              


      

      


      
        	
                1.  

              	
                Party
      A has the right to make or amend the Hospital’s Drug Schedule at its own
      discretion;

              


      

      
        	
                2.  

              	
                Party
      A has the right to request expedite delivery of
  products;

              


      

      
        	
                3.  

              	
                Party
      A has the right to assess the quality of products sold by Party
      B;

              


      

      
        	
                4.  

              	
                Party
      A has the obligation to pay on time;
and

              


      

      
        	
                5.  

              	
                Party
      A has the obligation to fulfill the monthly purchase
  quota.

              


      

      


      
        	
                B.  

              	
                Rights
      and Obligations of Party B

              


      

      


      
        	
                1.  

              	
                Party
      B has the right to require Party A to pay on
  time;

              


      

      
        	
                2.  

              	
                Party
      B has the obligation to guarantee the amount of products
      supplied;

              


      

      
        	
                3.  

              	
                Party
      B has the obligation to guarantee the quality of products
      supplied;

              


      

      
        	
                4.  

              	
                Party
      B has the obligation to provide satisfactory pre-and-after-sales services;
      and

              


      

      
        	
                5.  

              	
                Party
      B has the obligation to prohibit its sales persons from improper
      advertising.

              


      

      


      
        	
                IV.  

              	
                Payment

              


      

      


      
        	
                1.  

              	
                Party
      A shall start paying for the first month’s purchase from the sixth month
      from the beginning of the contract
year.

              


      

      


      
        	
                2.  

              	
                If
      accumulated accounts receivable exceeds the stipulated amount, Party A
      shall start paying for the outstanding payments according to sequence in
      which the orders were made giving rise to the
  receivables.

              


      

      


      
        	
                3.  

              	
                Payment
      is due at the earlier of the two times mentioned
  above.

              


      

      


      
        	
                V.  

              	
                Breach
      of Agreement

              


      

      


      
        	
                1.  

              	
                If
      either party breaches any term or condition under this Agreement, the
      non-breaching party shall have the right to terminate this
      Agreement;

              


      

      


      
        	
                2.  

              	
                Any
      dispute arising from the performance of this Agreement shall be resolved
      through consultation between the parties. If no resolution can be reached
      through consultation, the parties may submit the dispute to a court of law
      at the location of Party B.

              


      

      


      
        	
                3.  

              	
                If
      Party A fails to fulfill the purchase quota for two consecutive months, or
      Party A fails to pay an amount due for more than 20 days, it shall be
      deemed a breach of this Agreement by Party A. Under this circumstance,
      Party B has the right to immediately terminate the Agreement by written
      notice.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                4.  

              	
                If
      any terms or conditions under this Agreement disagree with or conflict
      with any Medical Reform Policies issued by the government, this Agreement
      shall terminate. Under such circumstance, the parties agree to consult
      with one another in order to resume business in a manner that conforms
      with the government’s policies.

              


      

      


      
        	
                5.  

              	
                If
      Party A fails to make payment on time, Party B has the right to charge a
      late fee equivalent to 5‰ of the overdue amount per
  day.

              


      

      


      
        	
                VI.  

              	
                The
      parties may enter into supplemental agreement for any unsettled matters
      under this Agreement. The supplement agreement, if any, shall have the
      same legal effect as this
Agreement.

              


      

      


      
        	
                VII.  

              	
                This
      Agreement is effective for 3 years, from July 2009 to July
      2012.

              


      

      


       

      
        	
                VIII.  

              	
                This
      Agreement shall be executed in three duplicate originals. Party A shall
      hold one duplicate original; Party B shall hold two duplicate originals.
      Each duplicate original shall have the same legal
  effect.

              


      

      


      
        	
                IX.  

              	
                This
      Agreement shall become effective upon execution of both
      parties.

              


      

       

      


      


      
        
          	
                  Party
      A:

                	
                  /s/
      [name of signing representative]

                


        

        Panshi
Hospital (corporate seal)

        


        
          	
                  Party
      B:

                	
                  /s/
      Yongxin Liu

                


        

        Changchun
Yongxin Dirui Medical Co., Ltd. (corporate seal)

        


        Dated:
July 2009