**Bacillus
      Calmette-Guerin** **Vaccine Transfer Agreement**





Project
      Name: Bacillus Calmette-Guerin Vaccine


Transferee
      (Party A): Guangzhou Konzern Pharmaceutical Co., LTD


Transferor
      (Party B): Hongyuan Pharmaceutical Technology Consulting Service Center of
      Yuexiu District of Guangzhou


Date
      of
      contract: May 8, 2008


Place
      of
      contract: Guangzhou


Validity
      Period: May 2008-May 2010





**Agreement
      of Technology Transfer for the Patent with Exclusive Use
      Permit**





Transferee
      (Party A): Guangzhou Konzern Pharmaceutical Co., LTD


Transferor
      (Party B): Hongyuan Pharmaceutical Technology Consulting Service Center of
      Yuexiu District of Guangzhou





Under
      this agreement, Party B exclusively permits Party B to use the Bacillus
      Calmette-Guerin Vaccine (hereinafter referred to as BCG Vaccine) whose patent
      is
      owned by Party B, and Party A obtains the exclusive use permit from Party B
      and
      pay Party B the fee for exclusive use permit. On the base of fair negotiation
      and full understanding to the terms and conditions, in accordance with the
      Contract Law of the PRC, both parties agree and are bound by as
      follows:





**Article
      1** Under
      this agreement, the patent with exclusive use permit is:


i.
            biotechnology
                patent;


ii.
            invited
                or developed by Guangdong Institute of Biological Products; and


iii.
            owned
                by Hongyuan Pharmaceutical Technology Consulting Service Center of
                Yuexiu
                District of Guangzhou





**Article
      2** Before
      this agreement comes into effect, with respect to the patent with Exclusive
      Use
      Permit, Party B agrees that:


i.
            the
                transfer of patent herein is conducted in Guangzhou; and


ii.
            Party
                B will not transfer the patent herein to any person or company other
                than
                Party A.





**Article
      3** With
      respect to the pattern, scope and term of the patent herein, Party B agrees
      that:


i.
            pattern
                of use: Party B permits Party A to use the patent herein with Party
                A’s
                discretion;


ii.
            scope
                of use: nationwide; and


iii.
            term
                of use: perpetual use.









**Article
      4** To
      secure
      the effective use of Party A, Party B should provide Party A with the following
      materials and information:


i.
            certificate
                of new drug;


ii.
            craft
                and technology for mass production;
                and


iii.
            clinical
                direction and instruction.





**Article
      5** Party B
      should submit the materials and information set forth in Article 4 of this
      agreement according to following conditions:


i.
            time
                of submission: Party B submits the materials for Party A’s evaluation upon
                the receipt of deposit of RMB 5million from Party
                A;


ii.
            place
                of submission: Guangzhou; and


iii.
            form
                of submission: in written form.





**Article
      6** To
      secure the effective use of Party A, Party B should forward the technical secret
      of the patent herein according to the following conditions:


i.
            content
                of technical secret: BCG Vaccine;


ii.
            requirement
                of use the technical secret hereunder: limit to persons or employees
                of
                both parties; and


iii.
            scope
                and term of non-disclosure of technical secret hereunder:
                perpetual.





**Article
      7** To
      secure the effective use of Party A, Party B should provide the following
      technical service and instructions:


i.
            content
                of the technical service and instructions hereunder: design of clinical
                plan and craft and technology for mass production;
                and


ii.
            form
                of providing the technical service and instructions hereunder: consult
                service and on-the-spot
                instructions.





**Article
      8** Both
      parties agree that Party B permits Party A to use the technical secrets and
      provides Party A with the technical service and instructions according to the
      following standard and form:


i.
            in
                consistent with the requirement for biological products set forth
                by State
                Food and Drug Administration of China;
                and


ii.
            sufficient
                to obtain the manufacturing
                license.





**Article
      9** Party A
      pay the fee for exclusive use permit to Party B according to the following
      conditions:


i.
            total
                amount of the fee for exclusive use permit is RMB 30million, and
                specially
                the fee for technical secret is RMB 20million and fee for technical
                service and instruction is RMB 10million;
                and


ii.
            Party
                A pay the fee hereunder to Party B by stages and the payment schedule
                is
                as follows:


(i.)
            Party
                should pay deposit amounted RMB 5million to Party B within 10 business
                days. When the evaluation results fail to meet the expectation agreed
                by
                both parties (the actual value is 10% higher or lower than RMB 40million),
                Party A is entitled to cancel this project and Party should fully
                return
                the deposit amounted RMB 5million to Party B within 5 business days.
                When
                the evaluation results meet the expectation agreed by both parties,
                Party
                A should pay Party B RMB0.2million if Party decides to cancel the
                project;






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(ii.)
            Party
                B should cooperate with Party A to conduct the evaluation upon the
                receipt
                of the deposit hereunder;


(iii.)
            Upon
                the completion of evaluation, Party A should pay RMB 1million to
                Party B
                and Party B starts transferring the materials and information to
                Party A;
                and


(iv.)
            Upon
                the receipt of certificate of new drug, Party A pay RMB10million
                to Party
                B.





**Article
      10** Party B
      promises that the use of patent herein does not constitute an infringement
      upon
      the lawful right of the third party. Should the infringement hereunder occur,
      Party B should participate in the lawsuit until the third party cancels the
      charge.





**Article
      11** Party B
      should maintain the validity of the patent herein within the term of this
      agreement. Should the validity of the patent herein terminate due to the fault
      or negligence of Party B, Party B should pay the damages or compensation to
      Party A in accordance with Article 16 of this agreement.





If
      the
      patent is deem as void and invalid by the state administration which governs
      patent issue, Party B should compensate for the loss to Party A. The proportion
      of the fee for exclusive use permit paid to Party B is nonrefundable. Party
      B
      should fully return the deposit paid by Party A.





**Article
      12** Party A
      should start the project herein within 10 days from the effective date of this
      agreement. Party A should effectively inform Party B of any delay of the
      implementation of the project herein, provide explanation for the delay
      hereunder and obtain the permit of the aforesaid delay from Party B. If Party
      A
      fails to provide the explanation hereunder, which may affect the benefit of
      Party B in this Project, Party B is entitled to claim the damages and
      compensation from Party A.





**Articles
      13** With
      respect to the performance of this agreement, both parties agree that no
      contracting party may prevent the other contracting party to cooperating with
      the third party for the purpose of technology development.





**Article
      14** Both
      parties agree that:


i.
            Party
                A is entitled to use the patent technology and technical secret for
                the
                purpose of the further improvement. The new technical outcome with
                material or innovative characteristics from the further improvement
                hereunder is owned by Party A; and


ii.
            Party
                B is entitled to improve the patent technology and technical secret
                after
                transfer the patent to Party A. The new technical outcome with material
                or
                innovative characteristics from the further improvement hereunder
                is owned
                by Party B.




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**Article
      15** Any
      alteration of this agreement should be made through the consent of both parties
      and finalized in written form. If one party hereto request for the alteration
      regarding the right and obligations in the agreement, the other party hereto
      should response within 15 days. Any delay or non-reply is deem as approval
      of
      the alteration hereunder.





**Article
      16** Both
      parties agree on the compensation of the breach of this agreement. Any party
      hereto who breach any article herein should pay the damages amounted RMB
      0.5million.





**Article
      17** Within
      the validity term of this agreement, both parties agree that Ms Minhua Liu
      is
      the respondent of Party A and Ms Li Wen is the respondent of Party
      B.





Any
      change of the respondent should be notified in written form. The party who
      fail
      to notify the change hereunder should be liable for any loss arising from the
      delay or non-notification of the change hereunder.





**Article
      18** Both
      parties agree to cancel this agreement in the occurrence of the following
      situations which make the performance of this agreement impossible:


i.
            Force
                Majeure; and


ii.
            the
                change of Regulation on Biological Product Registration of PRC and
                other
                laws.





**Article
      19** In the
      occurrence of the dispute arising from this agreement, both parties should
      settle the dispute through negotiation and meditation first. Should the
      aforesaid attempt to settle dispute fail, party hereto may settle the dispute
      through:


i.
            arbitration;
                or


ii.
            filing
                a lawsuit in People’s Court.





**Article
      20** Parties
      here to have set forth no definition of terms in this agreement.





**Article
      21** Both
      parties confirm the materials and documents in connection with this agreement
      by
      signature. Altogether, there are 2-page background materials and 10-page
      documents regarding the original design and craft.





**Article
      22** Parties
      hereto have no further requirements in this agreement.





**Article
      23** This
      agreement is made in duplicate and both copy have same legal force.





**Article
      24** This
      agreement shall become effective upon and from the date on which it is signed
      and sealed.




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Party
      A:
      Guangzhou Konzern Pharmaceutical Co., LTD


Representative:
      Ms Minhua Liu


Date:
      May
      8, 2008





Party
      B:
      Hongyuan Pharmaceutical Technology Consulting Service Center of Yuexiu District
      of Guangzhou


Representative:
      Ms Yanli Gu


Date:
      June 1, 2008




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