Technology
      transfer contract

    


    


    Item
      name: Leflunomide
      (material & table) 

    


    Transferee
      (Party
      A): Shanghai
      Wanxing bio-pharmaceutical Co. Ltd

    


    Legal
      representative (signature): Yang
      ban jun

    


    Transferor
      (Party
      B): China
      people 2nd
      army
      Hospital University 

    


    Legal
      representative (signature): Jiang
      Yuan ying

    


    


    Contract
      issued at: shanghai city

    


    
      	
              Issued
                date: 

            	
              year

            	
              month

            	
              date

            


    

    


    Duration
      of validity: blank

    


     

    


    Technology
      of Leflunomide transfer contract

    


    


    Party
      A:
      Shanghai Wanxing bio-pharmaceutical Co. Ltd

    Party
      B:
      China people 2nd
      army
      Hospital University

    


    Due
      to
      the need for acceleration of research and development of new drug named
      leflunomide, to finish its clinic research earlier and put into market earlier,
      Party A and Party B agree to make this contract based on fair, benefit to each
      other and reliable principle. 

    


    Section
      1 request and content

    


    Party
      B
      is developing for new drug named Leflunomide which is going to be used at
      clinical phase. After Party A learn the technology from Party B, party A shall
      finish all the clinical research work to get the new drug license and start
      to
      product. 

    


    Section
      2 technology standards

    


    
      	 	
              1.

            	
              finish
                all the clinical research

            


    

    
      	 	
              2.

            	
              try
                to get the new drug license and production approval
                document

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      3 liabilities and right

    


    A. party
      A’s liabilities include: 

    


    
      	 	
              1.

            	
              organize
                and manage the clinical research 

            


    

    
      	 	
              2.

            	
              organize
                and make a photocopy of clinical research
                document

            


    

    
      	 	
              3.

            	
              apply
                for clinical research until get new drug
                license

            


    

    
      	 	
              4.

            	
              Complete
                the production line for Leflunomide material and table. Pass the
                GMP’s
                inspection and get the production approval document as early as
                possible

            


    

    
      	 	
              5.

            	
              Pay
                to Party B on time based on this contract. (see section 4)
                

            


    

    


    
      	
              B.

            	
              party
                B’s liabilities include: 

            


    

    


    
      	 	
              1.

            	
              Prepare
                enough Leflunomide production for clinical using. During the application
                for production approval, help party A finish the fist 3 times product
                of
                Leflunomide.

            


    

    
      	 	
              2.

            	
              After
                both parties have signed the contract and party A give the first
                payment,
                party B shall provide to party A all the research document, production
                technology and quality control information for leflunomide material
                and
                table as the reference when Party A start
                production.

            


    

    
      	 	
              3.

            	
              According
                to item development and approval request, party B helps party A to
                solve
                the technology problem and finish the application work (like defense
                meeting). Party A shall pay all the related expense.
                

            


    

    
      	 	
              4.

            	
              During
                the establishment of new production warehouse for Leflunomide, party
                B
                shall help for production procedure and technique process for Leflunomide
                material and tables.

            


    

    
      	 	
              5.

            	
              If
                Party A will transfer the technology to the other party in the future,
                party B shall give necessary support for
                it.

            


    

    
      	 	
              6.

            	
              Party
                B shall not transfer this technology and related technique information
                to
                the third party in the future. 

            


    

    


    
      	
              C.

            	
              party
                A’s right

            


    

    


    
      	 	
              1.

            	
              party
                A has the production right for Leflunomide
                table

            


    

    
      	 	
              2.

            	
              Party
                A has the right to transfer the technology to the other party. After
                party
                A paid the total payment to Party B, party A could transfer this
                technology to the third party

            


    

    
      	 	
              3.

            	
              Party
                A has right to apply for new drug clinical research and get industrial
                funds. Party B has obligation to help party A finish this work. All
                the
                received funds shall be used by party A.


            


    

    


    
      	
              D.

            	
              party
                B’s right

            


    

    


    
      	 	
              1.

            	
              Party
                B has right to apply for new drug research funds related this medical
                item. Party B also has right to use the applied funds. During the
                process
                of application of research funds, Party A shall help Party B to
                apply.

            


    

    
      	 	
              2.

            	
              Party
                B has right to apply the new drug achievement award.
                

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      4 research expense and payment plan 

    


    I.
      The
      total amount of research funds 

    


    According
      to approval for new drug category from national medical inspection &
administrative bureau (SDA) when we apply for production license, the details
      as
      below: 

    


    Western
      medicine I, II category: 6million RMB

    Western
      medicine IV category: 3 million RMB

    


    II
      Payment plan for total of research funds

    The
      total
      research funds will be separately paid by following steps: 

    


    
      	 	
              1.

            	
              Within
                30 days after this contract has been signed by both parties, party
                A shall
                pay 2 million RMB to Party B.

            


    

    
      	 	
              2.

            	
              Within
                30 days after receive the new drug certificate, if (1) approval by
                SDA as
                category I or II, party A will pay 2 million to party B; if (2) approval
                by SDA as category IV, party A will pay 1 million RMB to party
                B

            


    

    
      	 	
              3.

            	
              Within
                3 months after receive the production approval; if SDA approval the
                above
                item as category I & II new drug, party A shall pay RMB 2 million to
                Party B.

            


    

    
      	 	
              4.

            	
              Party
                A shall offer the clinic test expense (estimated cost is RMB 2million)
                and
                other expense related to new drug certificate.


            


    

    


    Section
      5 distribution of achievement 

    


    
      	 	
              1.

            	
              Party
                B’s name shall be in front of Party A’s in new drug certificate; party B
                shall keep the original certificate and Party A shall keep the copy
                one;

            


    

    


    2.
      Application of new drug license shall have Party B’s name first and Party A’s
      second; application of production development achievement shall have party
      A’s
      name in the front of party B’s. 

    


    Section
      6 default
      and risk liabilities

    


    
      	 	
              1.

            	
              If
                party A failed to pay agreed funds on time and in full amount, this
                contract will be terminated automat. Party A shall be considerate
                as
                default and take responsibility of Party B’s
                loss.

            


    

    
      	 	
              2.

            	
              if
                clinic test could not reach the request of approval, party A has
                to pay
                all the expense that has happened under this contract
                

            


    

    
      	 	
              3.

            	
              Party
                B shall transfer all the research technology document and promise
                that the
                production technology they provided is accurate and reliable. Otherwise,
                Party B will be considerate as default.


            


    

    
      	 	
              4.

            	
              Party
                B shall make sure that Party A is the only one that received this
                transferred technology from them; otherwise, party B will be considerate
                as default and take all the loss for Party A.


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      7 technology information and document confidential 

    


    Each
      party shall hold in confidence any confidential information received by it
      from
      the other before the transferred technology get production approval document.
      Each party shall not disclose the related information to the third party.
      Otherwise, the discloser will take all the responsibility for all the loss.
      

    


    Section 8
      Disputes Resolution

    


    Disputes
      arising from the performance of this contract shall be resolved by the parties'
      negotiations. Should the negotiations fails to resolve the dispute, the parties
      may apply for shanghai technology contract arbitration board or file an action
      with the local courthouse to resolve the dispute. 

    


    Section
      9 the contract has four copies. Party A and Party B each hold two copies. This
      contract is effective after signed and stamped by both parties.


    


    


    Party
      A: Shanghai
      Wanxing bio-pharmaceutical Co. Ltd

    


    Legal
      representative signature: Yang ban jun

    


    Date:
      March 11, 2002

    


    


    Party
      B:
China
      people 2nd
      army
      Hospital University 

    


    Legal
      representative signature: Jiang Yuan ying

    


    Date:
      March 11, 2002

    


    

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    Supplementary
      agreement about technology transfer contract between

    Shanghai
      Wanxing Bio-pharmaceutical Co. Ltd and China people 2nd

    army
      Hospital University

    


    


    


    Party
      A:
      Shanghai Wanxing bio-pharmaceutical Co. Ltd

    Party
      B:
      China people 2nd
      army
      Hospital University

     

    


    


    Both
      parties have signed the technology transfer contract on March 2, 2002. The
      main
      content is regarding transfer the new drug-Leflunomide to Party A. the details
      please see the “Technology of Leflunomide transfer contract”. 

    


    Both
      parties agree the content of technology transfer contract and party A has paid
      2
      million to party B based on contract. In January 2005, company has gotten the
      new drug license (class I) and production approval document. Party A has not
      yet
      paid the second payment as 2 million and 3rd
      payment
      another 2 million to party B for some reason. Both parties has agreed and made
      below agreement.

    


    
      	 	
              1.

            	
              Since
                it is agreement, party B agree that they won’t pursue Party A’s default
                liabilities. 

            


    

    
      	 	
              2.

            	
              party
                A would like to pay as below plan:

            


    

    


    
      	 	
              a.

            	
              the
                first payment term: pay RMB 2 million before Oct. 30, 2006
                

            


    

    
      	 	
              b.

            	
              the
                second payment term: pay RMB 2 million before December 15,
                2006

            


    

     

    
      	 	
              3.

            	
              Party
                B agrees to perform the liabilities based on contract.
                

            


    

    
      	 	
              4.

            	
              Both
                parties agree that if any of party fail to perform their liabilities,
                the
                defaulted party will pay penalty which is the 20% of the total price.
                

            


    

    


    


    


    Party
      A:
      Shanghai Wanxing bio-pharmaceutical Co. Ltd

    


    Legal
      representative (signature): Yang ban jun

    


    Date:
      Oct
      12, 2006

    


    Party
      B:
      China people 2nd
      army
      Hospital University 

    


    Legal
      representative (signature): Jiang Yuan ying

    


    Date:
      Oct
      12, 2006