Unassociated Document


     

    
      KNOW-HOW
        LICENSE AGREEMENT

      


      THIS
        KNOW-HOW LICENSE AGREEMENT (the "Agreement") is made as of the 22nd day of
        January, 2006 (the "Effective Date"), by and between Mr. Lei Zhu, a Chinese
        citizen (the "Licensor"), and Harbin OT Pharmaceutical Co., Limited, a Samoa
        company (the "Licensee").

      


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

      


      WITNESSETH:

      


      WHEREAS,
        the Licensor is the owner of certain know-how titled “A
        Kind of Broad-spectrum and Antibacterial Gynecological Suppository and Generic
        Technique of Manufacture for Ointment”
(the
        “Know-how”);

      


      WHEREAS,
        the Licensee desires to obtain from the Licensor and the Licensor desires
        to
        grant to the licensee to use such License, upon the terms and conditions
        set
        forth herein.

      


      NOW,
        THEREFORE, in consideration of the foregoing premises and the mutual covenants
        herein contained, the parties hereby agree as follows:

      


      Article
        1 

      Definitions

      


      
        	1.1	
                “License”
                  shall mean a non-exclusive, world-wide, revocable, perpetual right
                  and
                  license, under any and all copyrights, patents, trade secrets,
                  trademark,
                  and other intellectual property rights owned or hereafter acquired
                  by the
                  Licensor, to use the Know-How for the purposes of designing, developing
                  and manufacturing gynecological
                  suppositories.

              


      

      


      
        	1.2	
                “Licensed
                  Products” shall mean any service, product, or part thereof that is
                  manufactured with the benefit of the
                  License.

              


      

       

      
        	1.3	
                “Net
                  Sales” shall mean the gross amount billed by Licensee and its Sub-licensee
                  for Licensed Products. 

              


      

       

      
        	1.4	
                “Reporting
                  Period” shall begin on the first day of each calendar year and end on the
                  last day of such calendar year. 

              


      

      


      
        	1.5	
                “Sub-licensee”
                  shall mean any sub-licensee of the rights granted Licensee under
                  Article 2
                  of this Agreement. 

              


      

       

      
        	1.6	
                “PRC”
                  shall mean the People’s Republic of
                  China.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      Article
        2

      Grant
        of
        License

      


      
        	2.1	
                The
                  Licensor hereby grants and agrees to grant to the Licensee the
                  License.
                  The Licensor will deliver the Know-How to the Licensee for use
                  in
                  accordance with this paragraph. Such delivery will include both
                  the
                  physical transfer of tangible embodiments of Know-How and the oral
                  and
                  visual communication of non-tangible Know-How.
                  

              


      

      


      
        	2.2	
                The
                  Licensor shall provide samples, drawings and other documents relating
                  to
                  the Know-how to the Licensee at the time the use of the Know-how
                  is
                  licensed to the Licensee.

              


      

      


      
        	2.3	
                The
                  Licensee shall have the right to grant sublicenses of the rights
                  granted
                  under Article 2.1 hereof to any third parties provided that a prior
                  written approval from the Licensor is
                  obtained.

              


      

       

      Article3
        

      Royalty

      


      Licensee
        shall pay to Licensor a running royalty of two percent (2.0%) on Net Sales
        of
        License Product by Licensee and Sub-licensee, Running royalties shall be
        payable
        for each Reporting Period and shall be due to Licensor within sixty (60)
        days of
        the end of each Reporting Period. 

       

      Article
        4

      Responsibilities
        and Obligations

      


      
        	4.1	
                Unless
                  otherwise stipulated in this Agreement, the Licensor shall license
                  the use
                  of the Know-how to the Licensee according to Article 2 of this
                  Agreement.

              


      

      


      
        	4.2	
                The
                  Licensee may sub-license the Know-how to any third party with the
                  written
                  consent of the Licensor. 

              


      

      


      Article
        5
        

      Representations
        and Warranties

      


      
        	5.1	
                Representations
                  and warranties by the Licensor:

              


      

      


      
        	
              	(1)	
                The
                  Licensor possesses legal title on the Know-how licensed under this
                  Agreement and has the legal right to license the Know-how to the
                  Licensee;
                  

              


      

      


      
        	
              	(2)	
                The
                  Licensor's execution and performance of this Agreement will not
                  violate
                  any law or regulation, nor will it contradict with the any legal
                  document
                  to which he is a party or is otherwise bound. This Agreement will
                  constitute legal and binding obligations of the Licensor once duly
                  executed. 

              


      

      


      
        	5.2	
                Representations
                  and warranties by the Licensee

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
              	(1)	
                The
                  Licensee is a company duly organized, validly existing and in good
                  standing under the laws of Samoa and has the requisite corporate
                  power and
                  authority to enter into this Agreement and to consummate the transactions
                  contemplated by this Agreement.

              


      

      


      
        	
              	(2)	
                The
                  Licensee's execution and performance of this Agreement will not
                  violate
                  any law or regulation, nor will it contradict with the Licensee's
                  articles
                  of association or any legal document to which it is a party or
                  is
                  otherwise bound. This Agreement will constitute legal and binding
                  obligations of the Licensee once duly executed.


              


      

      


      Article
        6

      Proprietary
        Rights

      


      The
        Licensee acknowledges and agrees that the Licensor has and will retain all
        ownership title to the Know-How, including all patent rights, copyrights,
        copyright registrations, trade secrets, trademarks, service marks, trademark
        and
        service mark registrations, related goodwill and confidential and proprietary
        information. The Licensee will have no rights in the Know-How except as
        explicitly stated in this Agreement.

      


      Article
        7

      Confidentiality

      


      
        	7.1	
                Each
                  party shall not disclose any confidential information received
                  from the
                  other party for the purpose of executing or performing this Agreement,
                  and
                  shall not disclose, transfer or license such confidential information
                  to
                  any third party or use it for any purpose other than this Agreement,
                  unless previously authorized in writing by the provider for a period
                  of
                  five years from the date of disclosure hereunder, except as otherwise
                  permitted by this Agreement or with the other party’s prior consent. For
                  the purpose of this Agreement, confidential information shall not
                  include
                  information that(in each case as evidenced by written records or
                  other
                  competent evidence):

              


      

      


      
        	
              	(1)	
                was
                  known to the receiving party at the time of disclosure hereunder
                  by the
                  disclosing party;

              


      

      


      
        	
              	(2)	
                was
                  generally available to the public or was otherwise part of the
                  public
                  domain at the time of disclosure hereunder, or became generally
                  available
                  to the public or otherwise part of the public domain after disclosure
                  hereunder other than through any act or omission of the receiving
                  party in
                  breach of this Agreement;

              


      

      


      
        	
              	(3)	
                became
                  known to the receiving party after disclosure from a source that
                  had a
                  lawful right to disclose such information to others;
                  or

              


      

       

      
        	
              	(4)	
                was
                  independently developed by the receiving party without the use
                  of any
                  confidential information of the disclosing
                  party.

              


      

      


      
        	7.2	
                Upon
                  the termination of this Agreement, the receiver party shall return
                  any
                  document, material or software containing the confidential information
                  to
                  the provider for a period of five years from the date of disclosure
                  hereunder, except as otherwise permitted by this Agreement or with
                  the
                  other party’s prior consent. For or otherwise destroy the same at the
                  provider's request, and remove the confidential information from
                  any of
                  its memory equipment, and shall not continue to use the same confidential
                  information therefrom.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	7.3	
                Both
                  Parties agree that this Article shall survive after this Agreement
                  is
                  expired or terminated unless otherwise agreed upon by the
                  parties.

              


      

      


      Article
        8 

      Innovation
        and Upgrading of the Know-how

      


      Both
        the
        Licensor and the Licensee have the right to innovate and upgrade by itself
        the
        Know-how and unless otherwise agreed by the parties, the innovated or upgraded
        Know-how and related intellectual property shall remain the property of the
        party innovating or updating the Know-how. 

      


      Article
        9 Term and Termination

      


      
        	9.1	
                This
                  Agreement shall become effective on the date first above written,
                  and
                  shall continue to be effective for 5 years and shall thereafter
                  be
                  automatically renewed for 5 years, unless either party gives the
                  other a
                  notice of termination in written form at least three (3) months
                  prior to
                  the expiration of the original term or any such renewal term of
                  this
                  Agreement.

              


      

      


      
        	9.2	
                This
                  Agreement shall be terminated under the following
                  circumstances:

              


      

      


      
        	
              	(1)	
                This
                  Agreement may be terminated upon expiration of the term of this
                  Agreement;

              


      

      


      
        	
              	(2)	
                This
                  Agreement may be terminated by mutual agreement of the
                  Parties;

              


      

      


      
        	
              	(3)	
                Failure
                  by either Party to comply with any of its material obligations
                  set forth
                  in this Agreement shall entitle the non-defaulting Party to give
                  the
                  defaulting Party a notice specifying the nature of the default
                  and
                  requiring the defaulting Party to cure its default. If such default
                  is not
                  cured within 30 days after such notice, the non-defaulting Party
                  shall be
                  entitled, without prejudice to any of its other rights under this
                  Agreement or available to it as law or in equity, to terminate
                  this
                  Agreement effective upon a notice of termination to the defaulting
                  Party.

              


      

      


      
        	9.3	
                Effect
                  of Termination

              


      

      


      
        	
              	(1)	
                Expiration
                  or termination of this Agreement for any reason shall be without
                  prejudice
                  to any rights which shall have accrued to the benefit of either
                  Party
                  prior to such expiration or termination, and shall not relieve
                  either
                  Party from its obligations which are expressly indicated to survive
                  expiration or termination of this Agreement; such rights and obligations
                  include, without limitation, those under [] of this
                  Agreement.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
              	(2)	
                On
                  nay termination of this Agreement (other than by virtue of expiration
                  of
                  its term) the Licensee promptly shall return to the Licensor all
                  tangible
                  licensed Know-how and other property owned by Licensor (whether
                  solely or
                  jointly with the Licensee) that are in the Licensee’s possession or
                  control.

              


      

       

      Article
        10

      Miscellaneous

      


      
        	10.1	
                Unless
                  otherwise provided in this Agreement, either party shall not transfer
                  all
                  or part of its rights or obligations under this Agreement without
                  prior
                  written consent of the other party.


              


      

      


      
        	10.2	
                This
                  Agreement and the appendices hereto constitute the complete and
                  integrated
                  agreement between the two parties hereto and shall supersede any
                  prior
                  agreement, consent, understanding and communication upon the same
                  subject
                  of this Agreement between the two parties, whether oral or written.
                  

              


      

      


      
        	10.3	
                The
                  illegality, invalidity or unenforceability of any provision of
                  this
                  Agreement shall not affect the validity and enforceability of the
                  other
                  provisions hereof. 

              


      

      


      
        	10.4	
                This
                  Agreement or its appendices can only be amended by written agreements
                  signed by authorized representatives of both parties.
                  

              


      

      


      
        	10.5	
                Unless
                  otherwise provided, the omission or delay by either party in exercising
                  any of its rights, powers or privileges under this Agreement shall
                  not
                  constitute its waiver of the same rights, powers or privileges,
                  and the
                  exercise of a single or a part of either party's rights, powers
                  or
                  privileges under this Agreement will not prejudice the exercise
                  of the
                  other rights, powers or privileges of the same party.
                  

              


      

      


      
        	10.6	
                This
                  Agreement shall be governed by and construed in accordance with
                  the laws
                  of Samoa.

              


      

      


      
        	10.7	
                With
                  the consent of both Parties, all matters under dispute under this
                  Agreement may be referred to arbitration. The arbitrator’s award shall be
                  final and binding on both Parties. The dispute shall be submitted
                  to the
                  Hong Kong International Arbitration Centre (HKIAC) for arbitration,
                  which
                  shall be conducted in Hong Kong in accordance with the HKIAC Procedures
                  for arbitration in effect at the time of applying for
                  arbitration.

              


      

      


      
        	10.8	
                Headings
                  are for the convenience of reference only and shall not control
                  the
                  construction or interpretation of any of the provisions of this
                  Agreement.

              


      

      


      
        	10.9	
                This
                  Agreement may be executed in two or more counterparts, each of
                  which shall
                  be deemed an original for all purposes, but all of which together
                  shall
                  constitute one and the same
                  instrument.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      In
        witness whereof,
        the
        Parties hereto have caused this Agreement to be signed by their duly authorized
        representatives as of the date and the year first above written.

       

      
        	The
                licensor: 	 	 	 
	/s/ Zhu
                Lei	 	 	 
	
                
Zhu
                Lei	 	 	
              
	The
                Licensee	 	 	 


      

       

      
         

        
          	Harbin
                  OT
                  Pharmaceutical Co., Limited (Samoa) 	 	 	 
	/s/ Zhu
                  Lei	 	 	 
	
                  
Zhu
                  Lei	 	 	
                
	Title:
                  Director	 	 	 


        

      

      


      
        
          
          

        

        
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