Unassociated Document


    

      EXHIBIT
10.17

      


      EXCLUSIVE
OPTION AGREEMENT

      


      This
Exclusive Option Agreement (this “Agreement”) is made and entered into as of
September 28, 2010, by and between the following parties in Guangzhou, the
People’s Republic of China (“China” or the “PRC”).

      


      Party
A:  Guangdong Hopsun Polypeptide Biological Technology Co.,
Ltd.

      Party
B:   Guangdong Xinpu Polypeptide Research Co., Ltd.

      Party
C:   Dongliang Chen, Shengfan Yan

      


      Each of
Party A and Party B and Party C shall be hereinafter referred to as a “Party”
respectively, and as the “Parties” collectively.

      


      RECITALS

      


      
        	
                (1)

              	
                Party
      A is a limited liability company duly incorporated under the laws of China
      which has the expertise in the business of polypeptide-related health
      product development, sales and marketing, related technical consultation,
      etc.

              


      

      


      
        	
                (2)

              	
                Party
      B is a limited liability company duly incorporated under the laws of China
      which has the expertise in the business of polypeptide-related health
      product development, related real estate development, related technical
      consultation, etc (the “Business”).

              


      

      


      
        	
                (2)

              	
                The
      Company is a limited liability company duly incorporated under the laws of
      China which has the expertise in the business of polypeptide-related
      health product development, related real estate development, related
      technical consultation, etc.

              


      

      


      
        	
                (3)

              	
                Party
      C is the sole shareholder of Party
B.

              


      

      


      
        	
                (4)

              	
                A
      series of agreements such as the Exclusive Business Cooperation Agreement
      (the “Cooperation Agreement”) and Equity Pledge Agreement (the “Equity
      Pledge Agreement”) have been entered into by the Parties on September28,
      2010;

              


      

      


      
        	
                (5)

              	
                The
      Parties are entering into this Exclusive Option Agreement in conjunction
      with the Pledge Agreement, Cooperation Agreement and related
      agreements.

              


      

      


      NOW, THEREFORE, the Parties to
this Agreement hereby agree as follows:

      


      
        	
                1.

              	
                Purchase
      and Sale of Equity Interest

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

      


      
        	 	
                1.1

              	
                Grant
      of Rights. Party C (hereafter the “Transferor”) hereby irrevocably grants
      to Party A or its designated representative (the “Designated Persons”) an
      exclusive option to purchase, to the extent permitted under PRC Law,
      according to the steps determined by Party A, at the price specified in
      Section l.3 of this Agreement, at any time from the Transferor a portion
      or all of the equity interests held, by Transferor in Party B (the
      “Option”). No Option shall be granted to any third party other than Party
      A and/or the Designated Persons. Party B hereby agrees to the granting of
      the Option by Party C to Party A and/or the Designated Persons. The
      “person” set forth in this clause and this Agreement means an individual
      person, corporation, joint venture, partnership, enterprise, trust or a
      non-corporation organization.

              


      

       

      
        	 	
                1.2

              	
                Exercise
      of Rights.  According to the stipulations of the PRC laws and
      regulations, Party A and/or the Designated Persons may exercise Option by
      issuing a written notice (the “Notice”) to the Transferor and specifying
      the equity interest purchased from Transferor (the “Purchased Equity
      Interest”) and the manner of
purchase.

              


      

       

      
        	 	
                1.3

              	
                Purchase
      Price.

              


      

       

      
        
          	 	
                  1.3.1

                	
                  For
      Party A to exercise the Option, the purchase price of the Purchased Equity
      Interest (“Purchase Price”) shall be Renminbi One Thousand (RMB1,000),
      unless the applicable PRC laws and regulations require appraisal of the
      equity interests or stipulate other restrictions on the purchase price of
      equity interests.

                


        

      

       

      
        
          	 	
                  1.3.2

                	
                  If
      the applicable PRC laws require appraisal of the equity interests or
      stipulates other restrictions on the purchase price of the Equity Interest
      at the time that Party A exercises the Option, the Parties agree that the
      Purchase Price shall be set at the lowest price permissible under the
      applicable laws.

                


        

      

       

      
        	 	
                1.4

              	
                Transfer
      of the Purchased Equity Interest. Up on each exercise of the Option rights
      under this Agreement:

              


      

       

      
        
          	 	
                  1.4.1

                	
                  The
      Transferor shall ask Party C to convene a shareholder/owner’s meeting.
      During the meeting, the resolutions shall be proposed, approving the
      transfer of the appropriate Equity Interest to Party A and/or the
      Designated Persons;

                


        

      

       

      
        
          	 	
                  1.4.2

                	
                  The
      Transferor shall, upon the terms and conditions of this Agreement and the
      Notice related to the Purchased Equity Interest, enter into Equity
      Interest purchase agreement in a form reasonably acceptable to Party A,
      with Party A and/or the Designated Persons (as
  applicable);

                


        

      

       

      
        
          	 	
                  1.4.3

                	
                  The
      related parties shall execute all other requisite contracts, agreements or
      documents, obtain all requisite approval and consent of the government,
      conduct all necessary actions, without any security interest, transfer the
      valid ownership of the Purchased Equity Interest to Party A and/or the
      Designated Persons, and cause Party A and/or the Designated Persons to be
      the registered owner of the purchased Equity Interest. In this clause and
      this Agreement, “Security Interest” means any mortgage, pledge, the right
      or interest of the third party, any purchase right of equity interest,
      right of acquisition, right of first refusal, right of set-off, ownership
      detainment or other security arrangements, however, it does not include
      any security interest created under the Equity Pledge
      Agreement.

                


        

      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        	 	
                1.5

              	
                Payment.
      The payment of the Purchase Price shall be determined by the consultation
      of Party A and/or the Designated Persons with the Transferor according to
      the applicable laws at the time of exercise of the
  Option.

              


      

       

      
        	
                2.

              	
                Promises
      Relating Equity Interest.

              


      

       

      
        	 	
                2.1

              	
                Promises
      Related to Party B. Party B, Party C hereby
  promise:

              


      

       

      
        
          	 	
                  2.1.1

                	
                  Without
      prior written consent by Party A, not, in any form, to supplement, change
      or renew the Articles of Association of Party B, to increase or decrease
      registered capital of the corporation, or to change the structure of the
      registered capital in any other
forms;

                


        

      

       

      
        
          	 	
                  2.1.2

                	
                  According
      to customary fiduciary standards applicable to managers with respect to
      corporations and their shareholders/owners, to maintain the existence of
      the corporation, prudently and effectively operate the
      business;

                


        

      

       

      
        
          	 	
                  2.1.3 

                	
                  Without
      prior written consent by Party A, not, upon the execution of this
      Agreement, to sell, transfer, mortgage or dispose, in any other form, any
      asset, legitimate or beneficial interest of business or income of Party B,
      or encumber or approve any encumbrance or imposition of any security
      interest on Party A’s assets;

                


        

      

       

      
        
          	 	
                  2.1.4 

                	
                  Without
      prior written notice by Party A, not issue or provide any guarantee or
      permit the existence of any debt, other than (i) the debt arising from
      normal or daily business but not from borrowing; and (ii) the debt
      disclosed to Party A and obtained the written consent from Party
      A;

                


        

      

       

      
        
          	 	
                  2.1.5 

                	
                  To
      normally operate all business to maintain the asset value of Party B,
      without taking any action or failing to take any action that would result
      in a material adverse effect on the business or asset value of Party
      B;

                


        

      

       

      
        
          	 	
                  2.1.6

                	
                  Without
      prior written consent by Party A, not to enter into any material agreement
      that exceeds USD500,000, other than agreements in the ordinary course of
      business;

                


        

      

       

      
        
          	 	
                  2.1.7

                	
                  Without
      prior written consent by Party A, not to provide loan or credit loan to
      any others;

                


        

      

       

      
        
          	 	
                  2.1.8

                	
                  Upon the request of Party A, to provide all
      materials of operation and finance relevant to Party B;

                


        

      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      


      
        
          	 	
                  2.1.9 

                	
                  Purchases
      and holds the insurance from the insurance company accepted by Party A,
      the insurance amount and category shall be the same with those held by the
      companies in the same industry or field, operating the similar business
      and owning the similar properties and assets as Party
  B;

                


        

      

       

      
        
          	 	
                  2.1.10

                	
                  Without
      prior written consent by Party A, not to merge or associate with any
      person, or acquire or invest in any
person:

                


        

      

       

      
        
          	 	
                  2.1.11

                	
                  To notify Party A of the occurrence or the
      potential occurrence of the litigation, arbitration or administrative
      procedure related to the assets, business and income of Party B;

                


        

      

       

      
        
          	 	
                  2.1.12

                	
                  In
      order to keep the ownership of Party B to all its assets, to execute all
      requisite or appropriate documents, take all requisite or appropriate
      actions, and pursue all appropriate claims, or make requisite or
      appropriate pleas for all
claims;

                


        

      

       

      
        
          	 	
                  2.1.13

                	
                  Without
      prior written notice by Party A, not to assign equity interests to
      shareholders/owners in any form; however, Party B shall distribute all or
      part of its distributable profits to their own shareholders/owners upon
      request by Party A;

                


        

      

       

      
        
          	 	
                  2.1.14

                	
                  According
      to the request of Party A, to appoint any person designated by Party A to
      be the directors of Party B.

                


        

      

       

      
        	 	
                2.2

              	
                Promises
      Related to Transferor. Party C hereby
promise:

              


      

       

      
        
          	 	
                  2.2.1

                	
                  Without
      prior written consent by Party A, not, upon the execution of this
      Agreement, to sell, transfer, mortgage or dispose in any other form any
      legitimate or beneficial interest of equity interest, or to approve any
      other security interest set on it, with the exception of the pledge set on
      the equity interest of the Transferor subject to Equity Pledge
      Agreement;

                


        

      

       

      
        
          	 	
                  2.2.2

                	
                  Without
      the prior written notice by Party A, not to decide or support or execute
      any shareholder resolution at any shareholder meeting of Party B that
      approves any sale, transfer, mortgage or dispose of any legitimate or
      beneficial interest of equity interest, or allows any other security
      interest set on it, other than the pledge on the equity interests of
      Transferor pursuant to Equity Pledge
Agreement;

                


        

      

       

      
        
          	 	
                  2.2.3

                	
                  Without
      prior written notice by Party A, any Party shall not agree or support or
      execute any shareholders/owners resolution at any shareholder meeting of
      Party B that approves Party B’s merger or association with any person,
      acquisition of any person or investment in any
  person;

                


        

      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      
        
          	 	
                  2.2.4

                	
                  To
      notify Party A the occurrence or the potential occurrence of the
      litigation, arbitration or administrative procedure related to the equity
      interest owned by them;

                


        

      

       

      
        
          	 	
                  2.2.5

                	
                  To
      cause the Board of Directors of Party B to approve the transfer of the
      Purchased Equity Interest subject to this
  Agreement;

                


        

      

       

      
        
          	 	
                  2.2.6

                	
                  In
      order to keep its ownership of the equity interest, to execute all
      requisite or appropriate documents, conduct all requisite or appropriate
      actions, and make all requisite or appropriate claims, or make requisite
      or appropriate defend against fall claims of
  compensation;

                


        

      

       

      
        
          	 	
                  2.2.7

                	
                  Upon
      the request of Party A, to appoint any person designated by Party A to be
      the directors of Party B;

                


        

      

       

      
        
          	 	
                  2.2.8

                	
                  Upon
      the request of Party A at any time, to transfer its Equity Interest
      immediately to the representative designated by Party A unconditionally at
      any time and abandon its prior right of first refusal of such equity
      interest transferring to another available
  shareholder;

                


        

      

       

      
        
          	 	
                  2.2.9

                	
                  To
      prudently comply with the provisions of this Agreement and other
      Agreements entered into collectively or respectively by the Transferor,
      Party B and Party A and perform all obligations under these Agreements,
      without taking any action or any nonfeasance that sufficiently affects the
      validity and enforceability of these
Agreements;

                


        

      

       

      
        	
                3.

              	
                Representations
      and Warranties.  As of the execution date of this Agreement and
      every transferring date, Party B, Party C hereby represent and warrant
      collectively and respectively to Party A as
  follows:

              


      

       

      
        	 	
                3.1

              	
                It
      has the power and ability to enter into and deliver this Agreement, and
      any equity interest transferring Agreement (“Transferring Agreement”,
      respectively) having it as a party, for every single transfer of the
      Purchased Equity Interest according to this Agreement, and to perform its
      obligations under this Agreement and any Transferring Agreement. Upon
      execution, this Agreement and the Transferring Agreements having it as a
      party will constitute a legal, valid and binding obligation of it
      enforceable against it in accordance with its
  terms;

              


      

       

      
        	 	
                3.2

              	
                The
      execution, delivery of this Agreement and any Transferring Agreement and
      performance of the obligations under this Agreement and any Transferring
      Agreement will not: (i) cause to violate any relevant laws and regulations
      of PRC; (ii) constitute a conflict with its Articles of Association or
      other organizational documents; (iii) cause to breach any Agreement or
      instruments to which it is a party or having binding obligation on it, or
      constitute the breach under any Agreement or instruments to which it is a
      party or having binding obligation on it; (iv) cause to violate relevant
      authorization of any consent or approval to it and/or any continuing valid
      condition; or (v) cause any consent or approval authorized to it to be
      suspended, removed, or into which other requests be
  added;

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      
        	 	
                3.3

              	
                The
      shares of Party B are transferable, and Party B has not permitted or
      caused any security interest to be imposed upon the shares of Party
      B.

              


      

       

      
        	 	
                3.4

              	
                Party
      B does not have any unpaid debt, other than (i) debt arising from its
      normal business; and (ii) debt disclosed to Party A and obtained by
      written consent of Party A;

              


      

       

      
        	 	
                3.5

              	
                Party
      B has complied with all PRC laws and regulations applicable to the
      acquisition of assets and securities in connection with this
      Agreement;

              


      

       

      
        	 	
                3.6

              	
                No
      litigation, arbitration or administrative procedure relevant to the Equity
      Interests and assets of Party B or Party B itself is in process or to be
      settled and the Parties have no knowledge of any pending or threatened
      claim;

              


      

       

      
        	 	
                3.7

              	
                The
      Transferor bears the fair and salable ownership of its Equity Interest
      free of encumbrances of any kind, other than the security interest
      pursuant to the Equity Pledge
Agreement.

              


      

       

      
        	
                4.

              	
                Assignment
      of Agreement

              


      

       

      
        	 	
                4.1

              	
                Party
      B and Party C shall not transfer their rights and obligations under this
      Agreement to any third party without the prior written consent of the
      Party A.

              


      

       

      
        	 	
                4.2

              	
                Party
      B and Party C hereby agrees that Party A shall be able to transfer all of
      its rights and obligation under this Agreement to any third party with its
      needs, and such transfer shall only be subject to a written notice sent to
      Party B, Party C by Party A, and no any further consent from Party B and
      Party C will be required.

              


      

       

      
        	
                5.

              	
                Effective
      Date

              


      

       

      
        	 	
                5.1

              	
                This
      Agreement shall take effect on the date of execution of this Agreement.
      The terms of this Agreement are 10 years. This agreement may be
      extended with Party A's written confirmation prior to the expiration
      date.

              


      

       

      
        	
                6.

              	
                Governing
      Law and Jurisdiction

              


      

       

      
        	 	
                6.1

              	
                This
      Agreement shall be governed by, and construed in accordance with, the laws
      of the PRC.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

      


      
        	
              	
                6.2

              	
                Any
      dispute arising from, out of or in connection with this Agreement shall be
      settled through friendly consultations between the Parties. In the event
      the Parties fail to reach an agreement on the dispute within 30 days after
      either Party's request to the other Parties for resolution of the dispute
      through negotiations, either Party may submit the relevant dispute to the
      local competent arbitration committee for arbitration, in accordance with
      its Arbitration Rules. The arbitration shall be conducted in Guangzhou,
      and the language used in arbitration shall be Chinese. The arbitration
      award shall be final and binding on all
Parties.

              


      

      


      
        	
                7.

              	
                Taxes
      and Expenses. Each Party shall, according to the PRC laws, bear any and
      all registering taxes, costs and expenses for equity transfer arising from
      the preparation and execution of this Agreement and all Transferring
      Agreements, and the completion of the transactions under this Agreement
      and all Transferring Agreements.

              


      

      


      
        	
                8.

              	
                Notices.
      Notices or other communications required to be given by any party pursuant
      to this Agreement shall be written in English and Chinese and delivered
      personally or sent by registered mail or postage prepaid mail or by a
      recognized courier service or by facsimile transmission to the address of
      relevant each party or both parties set forth below or other address of
      the party or of the other addressees specified by such party from time to
      time. The date when the notice is deemed to be duly served shall be
      determined as the follows: (a) a notice delivered personally is deemed
      duly served upon the delivery; (b)a notice sent by mail is deemed duly
      served the tenth(10th)day after the date when the air registered mail with
      postage prepaid has been sent out (as is shown on the postmark),or
      the fourth(4th)day after the delivery date to the internationally
      recognized courier service agency; and(c)a notice sent by facsimile
      transmission is deemed duly served upon the receipt time as is shown on
      the transmission confirmation of relevant
  documents.

              


      

      


      
        	
                9.

              	
                Confidentiality.  The
      Parties acknowledge and confirm any oral or written materials exchanged by
      the Parties in connection with this Agreement are confidential. The
      Parties shall maintain the secrecy and confidentiality of all such
      materials. Without the written approval by the other Parties, any Party
      shall not disclose to any third party any relevant materials, but the
      following circumstances shall be
excluded:

              


      

      


      
        	
                 
      

              	
                a.

              	
                The
      materials that is known or may be known by the general public (but not
      include the materials disclosed by each party receiving the
      materials);

              


      

      


      
        	
                 
      

              	
                b.

              	
                The
      materials required to be disclosed subject to the applicable laws or the
      rules or provisions of stock exchange;
or

              


      

      


      
        	
                 
      

              	
                c.

              	
                The
      materials disclosed by each Party to its legal or financial consultant
      relating the transaction of this Agreement, and this legal or financial
      consultant shall comply with the confidentiality set forth in this
      Section. The disclosure of the confidential materials by staff or employed
      institution of any Party shall be deemed as the disclosure of such
      materials by such Party, and such Party shall bear the liabilities for
      breaching the contract. This clause shall survive whatever this Agreement
      is invalid, amended, revoked, terminated or unable to implement by any
      reason.

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

      


      
        	
                10.

              	
                Further
      Warranties.  The Parties agree to promptly execute documents
      reasonably required to perform the provisions and the aim of this
      Agreement or documents beneficial to it, and to take actions reasonably
      required to perform the provisions and the aim of this Agreement or
      actions beneficial to it.

              


      

      


      
        	
                11.

              	
                Miscellaneous.

              


      

      


      
        	 	
                11.1

              	
                Amendment,
      Modification and Supplement.  Any amendment and supplement to
      this Agreement shall only be effective is made by the Parties in
      writing.

              


      

       

      
        	 	
                11.2

              	
                Entire
      Agreement. The Parties acknowledge that this Agreement constitutes the
      entire agreement of the Parties with respect to the subject matters
      therein and supersede and replace all prior or contemporaneous agreements
      and understandings in verb or/and in
writing.

              


      

       

      
        	 	
                11.3

              	
                Severability.
      If any provision of this Agreement is judged as invalid or non-enforceable
      according to relevant Laws, the provision shall be deemed invalid only
      within the applicable laws and regulations of the PRC, and the validity,
      legality and enforceability of the other provisions hereof shall not be
      affected or impaired in any way. The Parties shall, through fairly
      consultation, replace those invalid, illegal or non-enforceable provisions
      with valid provisions that may bring the similar economic effects with the
      effects caused by those invalid, illegal or non-enforceable
      provisions.

              


      

       

      
        
          	 	
                  11.4

                	
                  Headings.
      The headings contained in this Agreement are for the convenience of
      reference only and shall not affect the interpretation, explanation or in
      any other way the meaning of the provisions of this
    Agreement.

                


        

      

       

      
        
          	 	
                  11.5

                	
                  Language
      and Copies.  This Agreement has been executed in English and
      Chinese in three (3) duplicate originals; each Party holds one (1)
      original and each duplicate original shall have the same legal
      effect.

                


        

      

      


      [SIGNATURE
PAGE FOLLOWS]


      
        
           


        

        
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      SIGNATURE
PAGE

      


      IN WITNESS WHEREOF each party
hereto has caused this Agreement duly executed by their duly authorized
representatives as of the date first written above.

      


      PARTY A: Guangdong Hopsun
Polypeptide Biological Technology Co., Ltd.

      


      Legal/Authorized
Representative:_________________________

      Name:

      


      PARTY B: Guangdong Xinpu
Polypeptide Research Co. Ltd.

      


      Legal/Authorized
Representative:_________________________

      Name:

      


      PARTY C: Dongliang
Chen

      


      
        
          	 
      	 
      	 
      
	 
      	
                  By:

                	 
      


        

      

      


      PARTY C: Shengfan
Yan

      


      
        
          	 
      	 
      	 
      
	 
      	
                  By:

                	 
      


        

      


      
        
           


        

        
          9