Unassociated Document


    COOPERATION
      AGREEMENT

    


    This
      COOPERATION AGREEMENT (the “Agreement”) is made and entered into as of January
      22, 2006, by and among Harbin OT Pharmaceutical Co., Limited (“HOPC”), a company
      incorporated under the laws of Samoa, Asia Biotechnology Group Inc. (“ABG”), a
      company incorporated under the laws of British Virgin Islands, and Harbin OT
      Pharmaceutical Co., Ltd. (“OT”), a company incorporated under the laws of
      People’s Republic of China (“PRC”).

    


    Each
      of the parties above may hereinafter be referred to as a “Party” or collectively
      referred to as the “Parties”. 

    


    WHEREAS

    


    HOPC
      entered into a Know-how License Agreement (the “License Agreement”) on January
      22, 2006 with Mr. Lei Zhu (“Zhu”), a Chinese citizen and the owner of the
      Know-how. In accordance with the Know-How License Agreement, HOPC acquired
      a
      non-exclusive license to use the Know-how (the “Non-exclusive License
      Right”);

    


    In
      accordance with Article 4 of the Know-how License Agreement, HOPC may sublicense
      its Non-exclusive License Right to a Chinese entity under the Know-how License
      Agreement with
      the
      written consent of Zhu;

    


    OT
      is the manufacturer of gynecological diseases treatment in China;

    


    ABG
      is the controlling shareholder of OT and owns 60% equity interest of
      OT;

    


    ABG
      and OT wish to manufacture products with the benefit of the Know-how.


    


    NOW,
      THEREFORE,
      in consideration of the foregoing, the Parties agree as follows:

    


    Article
      1. Definitions

    


    
      	1.1	
              Know-how:
                the reports, processes, recipes, formulae, designs, drawings and
                technical
                information with regard to the gynecological diseases treatment set
                out in
                Attachment1 to this Agreement.

            


    

    


    
      	1.2	
              Know-how
                Products:
                any pharmaceutical products which is manufactured with the benefit
                of the
                Know How.

            


    

    


    
      	1.3	
              Licensed
                Area:
                People’s Republic of China.

            


    

    


    Article
      2. Scope of Cooperation

    


    The
      cooperation contemplated herein includes the following contents:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	(a)	
              A
                non-exclusive and non-transferable license granted by HOPC to OT
                to use
                the Know-how hereof;

            


    

    


    
      	(b)	
              Certain
                services and facilities to be provided by OT in connection with the
                manufacturing of Know-how Products.

            


    

     

    Article
      3. Obligations of HOPC

    


    
      	3.1	
              Grant
                of License. Upon the terms and conditions hereinafter set forth,
                HOPC
                hereby grants to OT and OT hereby accepts a non-exclusive and
                non-transferable sublicense to use the Know-how in the Licensed
                Area.

            


    

    


    
      	3.2	
              Scope.
                The Know-how hereby granted extends only to use in the Licensed Area.
                OT
                and ABG guarantee that the Know-how will not be used in any places
                other
                than in the Licensed Area or in any form other than permitted by
                HOPC.
                HOPC undertakes that it will not make, or authorize any use, direct
                or
                indirect, of the Know-how by any other means, except as set forth
                in this
                Agreement. 

            


    

    


    
      	3.3	
              Territory.
                The Know-How License hereby granted extends only to the Licensed
                Area. ABG
                and OT agree that it will not make, or authorize any use, direct
                or
                indirect of the Know-how in any other
                area.

            


    

    


    
      	3.4	
              No
                Assignment or Sublicense by the Licensee. The Know-how License and
                all the
                rights and duties under this Clause 3.1 are assigned to OT only.
                OT agrees
                that it will not assign, sublicense, lease, pledge, encumber or in
                any
                other way transfer the rights or benefits of the Know-how License
                granted
                hereby or any portion of the rights included therein to any third
                party
                without the prior written consent of
                HOPC.

            


    

    


    Article
      4. Obligations of ABG and OT

    


    
      	4.1	
              Scope.
                Upon the terms and conditions hereinafter set forth, HOPC hereby
                appoints
                OT, and OT hereby accepts, to act as the manufacturer of the Know-how
                Products in Licensed Area including but not limited
                to:

            


    

    


    
      	(a)	
              OT
                shall provide a production line and all necessary raw materials in
                connection with the manufacture of the Know-how
                Products.

            


    

    


    
      	(b)	
              OT
                shall form a working group ("Working Group") to prepare studies related
                to
                the development of the Know-how Products; The working Group shall
                consist
                of certain technology and management
                personnel.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	(c)	
              OT
                shall maintain the manufacturing of the Know-how Products, including
                the
                maintenance, development and upgrading of the production line and
                other
                related facilities.

            


    

    


    
      	(d)	
              Other
                operational technical services agreed upon by the
                Parties.

            


    

    


    
      	4.2	
              Exclusivity.
                OT shall not appoint any other third parties to provide manufacturing
                services to HOPC in connection with the manufacturing of the Know-how
                Product without the prior written consent of HOPC.
                

            


    

    


    
      	4.3	
              Specific
                Agreements. Both Parties agree to enter into any separate manufacturing
                agreements, if necessary, during the term of this
                Agreement.

            


    

    


    Article
      5. Distribution of Profits and Liabilities

    


    
      	5.1	
              The
                parties have agreed that each of HOPC and OT shall be distributed
                50% of
                the profits generated from the Know-how Products respectively.
                

            


    

    


    
      	5.2	
              All
                payments to be made by the manufacturing of Know-how Product shall
                be
                collected by OT directly. 

            


    

    


    Article
      6. Representations and Warranties

    


    
      	6.1	
              HOPC
                hereby represents and warrants to ABG and OT
                that:

            


    

    


    
      	(a)	
              HOPC
                is a company duly established and validly existing under the laws
                of
                Samoa;

            


    

    


    
      	(b)	
              HOPC
                has full right, power, authority and capacity and all third party
                and
                governmental consents and approvals necessary to execute, deliver
                and
                perform this Agreement;

            


    

    


    
      	(c)	
              This
                Agreement upon execution shall immediately constitute a lawful, valid
                and
                binding agreement with the force of enforcement according to the
                terms of
                this Agreement.

            


    

    


    
      	(d)	
              Execution
                and performance of this Agreement by HOPC will not violate any other
                agreements to which it is a party or subject.


            


    

    


    
      	6.2	
              ABG
                and OT hereby represent and warrant to HOPC
                that:

            


    

    


    
      	(a)	
              ABG
                is a company duly incorporated under the laws of British Virgin Islands
                and OT is a company duly established and validly existing under the
                laws
                of China;

            


    

    


    
      	(b)	
              Each
                of ABG and OT has full right, power, authority and capacity and all
                third
                party and governmental consents and approvals necessary to execute,
                deliver and perform this Agreement;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	(c)	
              This
                Agreement upon execution shall immediately constitute a lawful, valid
                and
                binding agreement with the force of enforcement according to the
                terms of
                this Agreement.

            


    

    


    
      	(d)	
              Execution
                and performance of this Agreement by each of ABG and OT will not
                violate
                any other agreements to which it is a party or
                subject.

            


    

    


    Article
      7. Undertakings of ABG and OT

    


    
      	7.1	
              ABG
                will use its best efforts to cause OT to comply with all obligations
                of
                this Agreement.

            


    

    


    
      	7.2	
              During
                the term of this Agreement, OT shall lawfully maintain its License
                and
                shall not violate Chinese laws or regulations in any way to impair
                its
                operation. 

            


    

    


    Article
      8. Intellectual Property and Confidentiality

    


    
      	8.1	
              HOPC
                shall have title and interests to any and all the intellectual property
                rights arising from the performance of this Agreement, whether developed
                by OT, including without limitation, trademarks, copyrights, patent
                rights, know-how, commercial secrets and other
                rights.

            


    

    


    
      	8.2	
              OT
                agrees that it will not during the term of this Agreement, or thereafter,
                attack any rights of HOPC in and to the Know-how or challenge the
                validity
                of the licenses contemplated herein or otherwise take or fail to
                take any
                action that, in the opinion of HOPC, impairs such title, rights or
                licenses.

            


    

    


    
      	8.3	
              OT
                agrees that the Know-how shall be used only in accordance with this
                Agreement and it shall not use the same in any way which, in the
                opinion
                of HOPC, is deceptive, misleading or in any way damages such Know-how
                or
                the reputation of HOPC.

            


    

    


    
      	8.4	
              OT
                shall bear reasonable and appropriate responsibilities to keep as
                confidential any and all information of HOPC either marked “confidential”
                or which OT ought reasonably to believe is confidential (“Confidential
                Information”). The Confidential Information shall include, without
                limitation, information relating to the business, financial position,
                plans, intellectual property rights or proposals of HOPC. Without
                the
                prior written consent by HOPC, OT shall not disclose, deliver, assign
                or
                transfer any Confidential Information to any third parties. Upon
                the
                termination or expiration of this Agreement, OT shall return or destroy
                any and all the documents, materials or software with Confidential
                Information to HOPC upon HOPC’s request and delete all of such
                Confidential Information from any electronic devices of OT, and cease
                to
                use them.

            


    

    


    
      	8.5	
              The
                Parties agree that this Article 8 will continue to be in effect whether
                this Agreement has been amended, rescinded or
                terminated.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Article
      9. Term

    


    
      	9.1	
              This
                Agreement shall become effective as of the Effective Date and the
                term of
                this Agreement shall be 5 years unless earlier terminated as set
                forth
                below.

            


    

    


    
      	9.2	
              This
                Agreement shall be automatically renewed for another 5 years whenever
                this
                Agreement expires (including the expiry of any extension of this
                Agreement), provided, however, that this Agreement shall terminate
                according to Article 10 of this
                Agreement.

            


    

    


    Article
      10. Termination

    


    
      	10.1	
              Without
                prejudice to any legal or other rights or remedies of the Party who
                advances the termination of this Agreement, any Party has the right
                to
                terminate this Agreement immediately with written notice to the other
                Party in the event that the other Party materially breaches this
                Agreement
                and fails to cure its breach within 30 days from the date it receives
                written notice of its breach from the non-breaching
                Party.

            


    

    


    
      	10.2	
              During
                the term of this Agreement, HOPC shall have the right to terminate
                part or
                total of this Agreement, in its sole discretion, on three months’ prior
                notice to OT.

            


    

    


    
      	10.3	
              Upon
                and after the expiration or termination of the Know-how License,
                all
                rights granted to OT hereunder, shall forthwith revert to HOPC and
                OT
                shall refrain from any further use of the Know-how, either direct
                or
                indirect, in the name of OT.

            


    

    


    Article
      11. Dispute Resolution

    


    Any
      disputes between the Parties arising out of or in connection with this Agreement
      shall be settled through friendly consultation. If the dispute can not be
      resolved within 30 days after the written notice requiring for consultation
      from
      one Party to the other, then either Party may submit the relevant dispute to
      the
      China International Economic and Trade Arbitration Commission (CIETAC) for
      arbitration according to its then valid arbitration rules. The arbitration
      shall
      be conducted in Beijing in the English language. Each party shall have the
      opportunity to appoint an arbitrator and the parties shall jointly appoint
      a
      Chairman. If the parties cannot agree on the appointment of a chairman the
      matter will be referred to CIETAC for resolution. The arbitration award shall
      be
      final and binding upon the Parties.

    


    Article
      12. Applicable Laws

    


    The
      execution, validity, interpretation and performance of this Agreement shall
      be
      governed by the laws of China.

    


    Article
      13. Severability

    


    If
      any provision of this Agreement is held to be invalid or unenforceable according
      to relevant laws, all other provisions shall nevertheless continue in full
      force
      and effect. In such case, the Parties agree to replace the invalid or
      unenforceable provision by a legally admissible provision which, in its economic
      effect, shall be a reasonable substitute for such invalid or unenforceable
      provision in the light of the Parties’ intent.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Article
      14. Amendment and Supplement

    


    The
      Parties may amend or supplement this Agreement by way of reaching a written
      agreement. Agreements concerning the amendment or supplement of this Agreement
      shall constitute a part of this Agreement and with the same force of this
      Agreement. 

    


    Article
      15. Counterparts

    


    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original for all purposes and all of which together shall constitute
      one and the same instrument.

    


    Article
      16. Headings

    


    Headings
      are for the convenience of reference only and shall not control the construction
      or interpretation of any of the provisions of this Agreement.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
      by
      their duly authorized representatives on the date first set forth
      above.

     

    
      	
              Harbin
                OT
                Pharmaceutical Co., Limited (Samoa)

               

            	 	 	 
	Signature:
              /s/ Zhu Lei	 	 	 
	
              
Name:
              Zhu Lei	 	 	
            
	Title:
              Director	 	 	 


       

      
        	
                Asia
                  Biotechnology Group Inc. 

                 

              	 	 	 
	Signature:
                /s/Wang
                Wensheng	 	 	 
	
                
Name:
                Wang Wensheng,	 	 	
              
	
                On
                  behalf of Far Grand Investments Limited 

                Title:
                  Director

              	 	 	 



        
          	Harbin
                  OT
                  Pharmaceutical Co., Ltd. (China)
 	 	 	 
	Signature
                  /s/ Qiu
                  Xueliang	 	 	 
	
                  
Name:
                  Qiu Xueliang	 	 	
                
	
                  
                    Title:
                      President

                  

                	 	 	 


        

         

        
          
            
            

          

          
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