ex10-64.htm


    
      
        

      

    

    Exhibit
10.64

     

    Addendum
Agreement of

     

    Research
and Development Contract

    


    Party A:
Sanming Huajian Bioengineering Co., Ltd.

    Party B:
Fudan University

    


    As Party
A has not attained the capacity for industrialized production for the project,
though Party B has finished the majority of research and development work as
stipulated in the Research and Deveopment Contract dated July 24, 2008 (the
“Original Contract”), the Parties have, following amicable consultation, entered
into this Addendum Agreement of the Contract on the development of technologies
for production of water-soluble coenzyme Q10, lipidosome and nano-microcapsules,
in accordance with the Contract Law of the People’s
Republic of China. The Parties agree as follows:

    


    
      	
              I.  

            	
              Project
      Description: Contents, Form and
Requirements

            


    

    This
project involves the manufacturing of water-soluble coenzyme Q10, lipidosome and
nano-microcapsules by using coenzyme Q10, in order to improve the absorption of
the products by human body.

    


    
      	
              II.  

            	
              Party
      A’s Rights and Obligations

            


    

    
      
        	 
      	
                (1)

              	
                Party
      A shall provide Party B 2.2 million yuan as the R&D
    fee.

              
	 
      	
                (2)

              	
                The
      ownership to the patent right (including other related patents being
      applied) of the project shall be vested in both
Parties.

              
	 
      	
                (3)

              	
                Both
      Parties shall have access to the said patent right, regardless of time or
      space factors. Without the prior approval of Party A, Party B shall not
      transfer the said patent to any third party.

              
	 
      	
                (4)

              	
                Party
      A shall accomplish the industrialized production for the project within 3
      years. Else Party A shall be entitled with full payment of the R&D fee
      as per this Addendum Agreement.

              


      

       

    

    
      	
              III.  

            	
              Party
      B’s Rights and Obligations

            


    

    
      
        	 
      	
                (1)

              	
                Party
      B shall provide Party A with the following technical data within three
      (3) months following the receipt of the R&D fee: 1)
      documents related to the development of water-soluble coenzyme Q10,
      lipidosome and nano-microcapsules by using coenzyme Q10, including work
      plan, plain layout of the factory, device purchase list, personnel
      training and trial production plans, and the plan for a two-week
      internship of inspection personnel in the Environmental Science and
      Engineering Task Force; 2) list of equipment for water-soluble coenzyme
      Q10, lipidosome and nano-microcapsules by using coenzyme Q10; and 3) the
      work flow chart.

              
	 
      	
                (2)

              	
                During
      the performance hereof, Party B shall provide Party A with the following
      technical guidance and services:

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          	 
      	 
      	
                  --Technical
      support: Party B shall conclude the development of techniques for
      extracting water-soluble coenzyme Q10, lipidosome and
      nano-microcapsules;

                
	 
      	 
      	
                  --Frequency
      of technical support: Party B shall send special personnel to provide
      guidance on site within three business days, as
  necessary.

                
	 
      	 
      	
                  --Duration
      of technical support: commencing on the date the project is implemented,
      and lasting till the final products are verified
  qualified.

                
	 
      	 
      	
                  --Party
      A’s manufacturing process will be greener and conforming to environmental
      protection standards.

                
	 
      	
                  (3)

                	
                  Party
      B shall ensure the practicability, reliability and stability of the
      technique that it develops, and that Party A can achieve the pre-set
      production capacity target with the equipment that it purchases
      itself.

                
	 
      	
                  (4)

                	
                  Party
      B shall help Party A with the sales of water-soluble coenzyme Q10,
      lipidosome and nano-microcapsules, at prices of the same-breed products
      available in the domestic market.

                


        

         

      

    

    
    

    
    

    
    

    
    

    
    

    
    

    
      	
              IV.  

            	
              Technical
      indicators and parameters

            


    

    
      
        	 
      	
                1.

              	
                The
      content of water-soluble coenzyme Q10 shall be over 10%, with good
      solubility and stable quality.

              
	 
      	
                2.

              	
                The
      content of lipidosome shall be over 10%, with good solubility and stable
      quality.

              
	 
      	
                3.

              	
                The
      content of nano-microcapsules shall be over 10%, with good solubility and
      stable quality.

              
	 
      	
                4.

              	
                The
      technique shall be green and clean enough to meet environmental protection
      requirements.

              


      

       

    

    
      	
              V.  

            	
              R&D
      Plan

            


    

    Party B
is eligible to delay the application for the patent during the preparation for
the industrialized production but shall proactively engage in the research on
improvement of manufacturing process and recovery of the extraction during such
period. In addition, Party B shall apply for the patent right after Party A
attains the capacity for the industrialized production.

    


    
      	
              VI.  

            	
              Settlement
      of R&D Budget, Remuneration and Other
  Payments

            


    

    1.
Definition:

    R&D
budget refers to the costs needed for completing the research project; while
remuneration refers to the compensation to the research personnel for their
research in the project.

    The
R&D budget and remuneration for this research project is 2 million yuan.

    


    2.
Payment of R&D budget and remuneration

    Party A
shall pay Party B 1.1 million yuan within 7 days following Party B’s completion
of the coenzyme Q10 production technique; 800,000 yuan within a month following
Party B’s completion of the lipidosome production technique, and the rest
300,000 yuan within three months following Party A’s accomplishment in the
industrialized production.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              VII.  

            	
              Ownership
      of Devices and Apparatuses Purchased with R&D Budget and
      Research-Related Data

            


    

    The
ownership shall be vested in Party A, while Party A shall be entitled to use
them.

    


    
      	
              VIII.  

            	
              Term
      and Content of Cooperation

            


    

    The term
hereof shall commence on July 24, 2010 and end on July 24, 2013. The Parties
shall cooperate in the research and development of on-site production technique,
and in production.

    


    
      	
              IX.  

            	
              Confidentiality

            


    

    Both
Parties shall be responsible for keeping the project-relation information
confidential.

    


    
      	
              X.  

            	
              Risk
      Sharing

            


    

    The
Parties shall share on a 50/50 basis the risks of any losses and damages
resulting from failure of the project, in whole or part, due to technical
restrictions or difficulties.

    


    
      	
              XI.  

            	
              Acceptance
      Standard

            


    

    The
research outcomes will be confirmed qualified only when meeting the technical
standards and passing the test of real-time production.

    


    
      	
              XII.  

            	
              Breach
      of Contract

            


    

    
      
        	 
      	Either
      Party in breach hereof shall be liable for a liquidated damage in
      accordance with applicable provisions of the Contract Law of the People’s
      Republic of China.
	 
      	
                (1)

              	
                In
      the event of breaching Article VI hereof, Party A shall be held liable for
      compensation of part of the technique development
costs.

              
	 
      	
                (2)

              	
                In
      the event of breaching Article I hereof, Party B shall return or part of
      all of the development fees.

              
	 
      	
                (3)

              	
                In
      the event of breaching Article IX hereof, Party B shall return the R&D
      budget and be held liable for a liquidated damage of 200,000
      yuan.

              


      

    

     

    
    

    
    

    
    

    
      	
              XIII.  

            	
              Settlement
      of Disputes

            


    

    The
Parties shall settle through consultation any dispute arising from performance
hereof. In the event that the consultation fails, either Party may submit the
dispute to its local people’s court for settlement.

    


    
      	
              XIV.  

            	
              Definitions
      of terms

            


    

    Coenzyme
Q10: an adjunctive drug for curing cardiovascular diseases.

    Clean
Production Technologies: technologies that cause no pollution of emission of
hazardous substances when applied in production.

     

    
      	
              XV.  

            	
              Miscellaneous

            


    

    The
Parties shall settle through consultation other matters not mentioned herein,
including the rights and obligations of any intermediaries, service costs and
method of payment, deposits, property mortgage, warranty, among other
things.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Party
A: Sanming Huajian Bioengineering Co., Ltd.

    Legal
representative:  Zhao Min

    Agency:

    Contact
(attn.): Zhao Min

    Date: May
8, 2010

    Address:

    Telephone:

    Bank:

    Bank
a/c.:

    


    Party
B: Fudan University

    Legal
representative:

    Agency:
Chen Xiaoman

    Contact
(attn.): Chen Jianmin

    Date:May 8,
2010

    Address:
220 Handan Road, Shanghai

    Telephone:
021-65642521

    Bank:
Agricultural Bank, Wujiaochang Branch

    Bank
a/c.: 033267- 08017003441