Unassociated Document


     

    
      Exhibit
10.37

      


      Distribution
Agreement

      


      


      
        	
                Party
      A: 

              	
                Changchun
      Yongxin Dirui Medical Co., Ltd.

              


      

      Address:
2152 Nanhuan Rd., Changchun, Jilin Province.

      


      
        	
                Party
      B: 

              	
                Tonghua
      Tianxiang Pharmaceutical Co., Ltd.

              


      

      


      


      This
Distribution Agreement (the “Agreement”) is entered into by and between Party A
and Party B pursuant to the Contract Law of the People’s Republic of
China.

      


      
        
          	  	
                  I.

                	
                  Term
      of Agreement

                


        

      

      


      This
Agreement is effective from ______ to ______.

      


      
        
          	 	
                  II.

                	
                  General
      Provisions

                


        

      

      


      
        
          	
                	
                  1. 

                	
                  Party
      A hereby authorizes Party B to act as distributor to distribute in the
      Tonghua area Party A’s products listed in the Distribution
      Schedule.

                


        

      

      


      
        
          	
                	
                  2. 

                	
                  The
      parties agree that during the agreement term Party B is expected to
      purchase from Party A the above said products of an amount of RMB 2.5
      million. Monthly purchase amounts are as
  follows:

                


        

      

      


      
        	
                Month

              	
                Jan

              	
                Feb

              	
                March

              	
                Apr

              	
                May

              	
                Jun

              	
                Jul

              	
                Aug

              	
                Sep

              	
                Oct

              	
                Nov

              	
                Dec

              
	
                RMB
      (in thousands)

              	
                -

              	
                -

              	
                -

              	
                260

              	
                280

              	
                280

              	
                280

              	
                280

              	
                280

              	
                280

              	
                280

              	
                280

              


      

      


      
        
          	  	
                  3. 

                	
                  The
      parties may set up special price
terms.

                


        

      

      


      
        
          	  
    	
                  4. 

                	
                  The
      parties may enter into another separate agreement regarding the return of
      products.

                


        

      

      


      
        
          	  	
                  III. 

                	
                  Payment

                


        

      

      


      
        
          	
                	
                  1. 

                	
                  Party
      B shall make payment by check or money order within 3 days upon receipt of
      an invoice. Party B shall not pay cash unless otherwise agreed by Party
      A.

                


        

      

      


      
        
          	
                	
                  2. 

                	
                  Party
      A shall pay Party B a sales commission of 1% of each order amount. Upon
      the expiration of the agreement term, Party A shall grant a bonus to Party
      B as follows:

                


        

      

      


      
        
          	  	
                  (1) 

                	
                  If
      Party B pays by money order, upon the expiration of this Agreement, Party
      B is entitled to:

                


        

      

      


      
        	
                (a)  

              	
                Bonus
      of 1.5% of the total purchase amount, if the total purchase is higher than
      80% of the agreed amount.

              


      

      
        	
                (b)  

              	
                Bonus
      of 1% of the total purchase amount, if the total purchase is higher than
      60% but lower than 80% of the agreed
amount.

              


      

      
        	
                (c)  

              	
                No
      bonus, if the total purchase is lower than 60% of the agreed
      amount.

              


      

      


      
        
          	  
    	
                  (2) 

                	
                   If
      Party B pays by check, upon the expiration of this Agreement, Party B is
      entitled to:

                


        

      

      


      
        	
                (a)  

              	
                Bonus
      of 2% of the total purchase amount, if the total purchase is higher than
      80% of the agreed amount.

              


      

      
        	
                (b)  

              	
                Bonus
      of 1% of the total purchase amount, if the total purchase is higher than
      60% but lower than 80% of the agreed
amount.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
      

      
        	
                (c)  

              	
                No
      bonus, if the total purchase amount is lower than 60% of the agreed
      amount.

              


      

      


      
        
          	  
    	
                  3. 

                	
                  If
      Party B fails to pay the purchase price on time, Party A shall charge a
      late fee of 0.05% of the overdue amount per
day.

                


        

      

      


      
        
          	  
    	
                  IV. 

                	
                  Rights
      and Obligations of Party A

                


        

      

      


      
        
          	  	
                  1. 

                	
                  Party
      A has the right to require Party B to provide any documentation on Party
      B’s qualifications as drug distributor and has the obligation to provide
      the qualification documentation of Party A to Party
  B.

                


        

      

      


      
        
          	  	
                  2. 

                	
                  Party
      A shall provide assistance to Party B on marketing and advertising
      activities.

                


        

      

      


      
        
          	  	
                  3. 

                	
                  The
      purchase price quoted on Party A’s online pricing system will be final
      once Party B confirms.

                


        

      

      


      
        
          	  	
                  4. 

                	
                  Party
      A shall deliver products within 3 days upon receipt of an order, except in
      occurrence of a force majeure event or notified otherwise by Party
      A.

                


        

      

      


      
        
          	  	
                  5. 

                	
                  If
      Party B fails to fulfill the agreed purchase amount for three consecutive
      months, or if Party B’s quarterly sales are lower than 50% of the agreed
      purchase amount, Party A has the right to cancel the bonus or terminate
      the Agreement.

                


        

      

      


      
        
          	  	
                  6. 

                	
                  Party
      A has the right to request payment from Party B. If Party B fails to pay
      on time, Party A shall have the right to cancel the bonus or charge a late
      fee.  If Party B is materially delinquent, Party A may bring a
      lawsuit against Party B for failure to make
  payment.

                


        

      

      


      
        
          	  	
                  V. 

                	
                  Duties
      and Obligations of Party B

                


        

      

      


      
        
          	  	
                  1. 

                	
                  Party
      B has the obligation to provide Party A with licenses and permits
      necessary for drug distribution and has the right to require Party A to
      provide qualification
documentation.

                


        

      

      


      
        
          	  	
                  2. 

                	
                  Party
      B has the right to request Party A’s payment of an earned bonus within 15
      days of the issuance of invoices. If Party A fails to pay a bonus on time,
      Party A shall pay damages in the amount of 10% of the
    bonus.

                


        

      

      


      
        
          	  	
                  3. 

                	
                  Party
      B has the right to reject products that are not included in the
      order.

                


        

      

      


      
        
          	  	
                  4. 

                	
                  Party
      B shall coordinate with Party A on advertising and promoting
      activities.

                


        

      

      


      
        
          	  	
                  5. 

                	
                  Party
      B shall complete all payments on the expiration date of this Agreement,
      which is _______.

                


        

      

      


      
        
          	  	
                  6. 

                	
                  If
      Party B sells the products at any price other than the price set by Party
      A, Party B shall be liable for breach of this Agreement and shall pay
      damages of 1% of the agreed purchase amount and other damages caused to a
      third party.

                


        

      

      


      
        
          	  	
                  7. 

                	
                  Whenever
      Party B changes its authorized representative, it shall notify Party A in
      writing. Any damage caused by untimely notification of a change in the
      authorized representative shall be undertaken by Party
  B.

                


        

      

      


      
        
          	  	
                  VI. 

                	
                  Miscellaneous

                


        

      

      


      
        
          	  	
                  1. 

                	
                  Party
      A shall deliver products via ground shipping to the location designated by
      Party B.

                


        

      

      


      
        
          	  	
                  2. 

                	
                  Party
      B shall check the name, size, quantity and packaging of the products upon
      receipt of the delivery and sign the
order.

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	  	
                  VII. 

                	
                  Dispute
      Resolution

                


        

      

      


      Any
dispute arising from the performance of this Agreement or from any matter
unsettled under this Agreement shall be resolved through negotiation between the
parties. If the dispute or unsettled matter cannot be resolved through
negotiation, the parties may submit the dispute or unsettled matter to a court
of law at Party A’s location.

      


      
        
          	  	
                  VIII. 

                	
                  [reserved]

                


        

      

      


      
        
          	  
    	
                  IX. 

                	
                  Any
      supplemental agreement to this Agreement, if any, shall have the same
      effect as this Agreement.

                


        

      

       

      
        
          	  	
                  X. 

                	
                  This
      Agreement shall be executed into three duplicate originals. Party A shall
      hold two duplicate originals; Party B shall hold one duplicate original.
      This Agreement shall become effective upon execution of both
      parties.

                


        

      

      


       

      
        	
                Party
      A: 

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

              


      

      


      
        	
                Party
      B: 

              	
                /s/
      [signature of authorized
representative]

              


      

      Tonghua
Tianxiang Pharmaceutical Co., Ltd. (corporate seal)