sino_ex10-1.htm


    


    Patent
Transfer Agreement

    


    


    


    
      	
              Patent
      title:

            	
              Composite
      for Lyophilized Powder of Atracurium

            
	
              Patent
      number:

            	
              ZL
      200710127756.2

            
	
              Transferor:

            	
              Lequn
      Huang,  Lei Wang

            
	
              Address:

            	
              1-2403,
      80 Longyuan Rd. N,  Nanjing, Jiangsu 210000,
      P.R.China

            
	 
      	 
      
	
              Transferee:

            	
              Sinobiopharma,
      Inc.

            
	 
      	
              Dong
      Ying (Jiangsu) Pharmaceutical Co. Ltd.

            
	
              Address:

            	
              8
      Zhongtian Rd., Nantong Economic and Technological Development Area,
      Nantong, Jiangsu 226009, P.R.China

            
	
              Place
      of Signing:

            	
              Nanjing,
      Jiangsu, P.R.China

            
	
              Date
      of Signing:

            	
              December
      22, 2009

            


    

    


    


    


    


    


    


    


    


    



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Introduction

    


    --
Whereas, Dr. Lequn Huang and Lei Wang (jointly, the ”Transferors”, and
individually, a “Transferor”), own the patent of "Composition for Lyophilized
Powder of Atracurium", patent number 200710127756.2, publication number
101084896A, notification number i100531734C, with an application date of June
26th, 2007, authorization date of August 26th, 2009, publication date of
December 12th, 2007, and the patent term of 20 years (expiration date is June
25th, 2027) (the “Patent”).

    


    --
Whereas, Dong Ying (Jiangsu) Pharmaceutical Co. Ltd. (the Transferee”), desires
to acquire the Patent.

     

    --
Whereas, the Transferors consent to transfer, sell and assign the patent right
they own to the Transferee.

    


    Both
parties hereby agree as follows:

    


    Section
1. The documents transferred

    


    1. All
patent application documents submitted to State Intellectual Property Office of
the People's Republic of China,including patent
specification, claims, attached figure, abstract and abstract attached figure,
petition, opinion statement and bibliographic data change, examination and
approval decision of recovery of right after loss of the right, and
others.

    


    2. All
documents issued to the Transferors by State Intellectual Property Office of the
People's Republic of China, including notice of acceptance, intermediate
files,authorization
decision and certificate of patent.

    


    3. Any
contracts licensing the implementation of the Patent, issued by the Transferors
to any third party, including any and all appendices to the
contract(s).

    


    4. All
documents recognized by State Intellectual Property Office of the People's
Republic of China that support the validation of the Patent, including the
voucher to pay for any annual fees for the Patent, or a decision to maintain the
effectiveness of the Patent by State Intellectual Property Office of the
People's Republic of China or Patent Re-examination Board or a people's
court.

    


    5. All
documents issued by a governing authority or the related executive department of
the State Council to approve assignment.

    


    Section
2. Time and place for delivering the documents

    


    1. Time
to deliver documents

    


    The
Transferors to deliver all documents mentioned in Section 1 of this agreement to
the Transferee within 10 days after this contract (the “Agreement”) is signed by
both parties

     

    2. The
place to deliver documents

    


        The
place to deliver all documents is the location of the
Transferee.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Section
3. Payment term

    


        The
total price of the Patent is eight million (8,000,000) newly issued shares of
common stock (the “Common Shares”) and such number of shares of preferred stock
(the “Preferred Shares”) that bears approximately 51% voting power of
Sinobiopharma, Inc. (the “Company”) (the Common Shares and Preferred Shares,
collectively referred to herein as the “Securities”), the receipt and
sufficiency of which the parties acknowledge. The purchase price shall be
allocated to the Transferors as follows:

    


    
      	
               
      

            	
              1.

            	
              Within
      ten (10) days of execution of this Agreement, eight million (8,000,000)
      shares of common stock of the Company will be paid to Lei Wang as
      consideration for his interest in the
Patent.

            


    

     

    
      	
               
      

            	
              2.

            	
              Prior
      to issuance of the preferred stock to Dr. Lequn Huang, the Company shall
      undertake its commercially reasonable best efforts to (i) seek
      shareholder, board, and relevant governmental approval to authorize a
      class of blank check preferred stock, and (ii) following the effectiveness
      of the corporate action described in this Section 2.2(i), designate a
      series of preferred stock with supervoting rights. Within ten (10) days of
      designating a series of preferred stock pursuant to the relevant state and
      Federal corporate and securities laws and regulations, the Company shall
      issue such number of shares of preferred stock of the Company as to give
      Lequn Huang approximately 51% of the voting rights and 0% of the equity
      rights of the Company.

            


    

    


    Section
4.  Representations and warranties

    


    
      	
               
      

            	
              1.

            	
              Transferors
      hereby severally not jointly represent and warrant
  that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Transferors have the legal right and requisite power and authority to make
      and enter into this Agreement, and to perform its obligations hereunder
      and to comply with the provisions hereof. The execution, delivery and
      performance of this Agreement by each Transferor has been duly authorized
      by all necessary Transferee action on its part. This Agreement has been
      duly executed and delivered by Transferor and constitute the valid and
      binding obligation of each Transferor enforceable against it in accordance
      with its terms, except as such enforcement may be limited by applicable
      bankruptcy, insolvency, moratorium or other similar laws affecting the
      rights of creditors generally and except that the availability of
      equitable remedies, including specific performance, is subject to the
      discretion of the court before which any proceeding therefore may be
      brought.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      execution, delivery and performance of this Agreement by each Transferor
      and the compliance by each Transferor with the provisions hereof, do not
      and will not (with or without notice or lapse of time, or both) conflict
      with, or result in any violation of, or default under, or give rise to any
      right of termination, cancellation or acceleration of any obligation under
      any loan or credit agreement, note, bond, mortgage, indenture, lease or
      other agreement, instrument, permit, concession, franchise, license,
      judgment, order, decree, statute, law, ordinance, rule or regulation
      applicable to each Transferor or any of its properties or assets, other
      than any such conflicts, violations, defaults, or other effects which,
      individually or in the aggregate, do not and will not prevent, restrict or
      impede Transferor’s performance of its obligations under and compliance
      with the provisions of this Agreement and the other transaction documents
      executed in connection
herewith.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (c)

            	
              No
      consent, approval, order or authorization of, or registration, declaration
      or filing with, any governmental or regulatory authority or any other
      person or entity (other than any of the foregoing which have been obtained
      and, at the date in question, are then in effect) is required under
      existing laws as a condition to the execution, delivery or performance of
      this Agreement by each Transferor.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Each
      Transferor understands that the Common Shares are, and the Preferred
      Shares, when issued, will be, “restricted securities” and have not been
      registered under the Securities Act of 1933, as amended (the “Securities
      Act”) or any applicable state securities law and is acquiring the
      Securities as principal for its own account and not with a view to or for
      distributing or reselling such Securities or any part thereof in violation
      of the Securities Act or any applicable state securities law, has no
      present intention of distributing any of such Securities in violation of
      the Securities Act or any applicable state securities law and has no
      direct or indirect arrangement or understandings with any other persons to
      distribute or regarding the distribution of such Securities (this
      representation and warranty not limiting such Transferor’s right to sell
      the Securities pursuant to a registration statement or otherwise in
      compliance with applicable federal and state securities laws) in violation
      of the Securities Act or any applicable state securities
      law.  Such Transferor is acquiring the Securities hereunder in
      the ordinary course of its business and not with a view to resale or
      distribution.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Each
      Transferor, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as to be capable of evaluating the merits and risks of the prospective
      investment in the Securities, and has so evaluated the merits and risks of
      such investment.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Each
      Transferor, as of the date hereof, is, and on each date on which it
      acquires or converts his Securities will be either: (i) an “accredited
      investor” as defined in Rule 501(a) under the Securities Act; (ii) a
      “qualified institutional buyer” as defined in Rule 144A(a) under the
      Securities Act; or (iii) an investor not not acquiring the Securities as a
      result of, and will not itself engage in, any “directed selling efforts”
      (as defined in Regulation S (“Regulations S”) promulgated by the United
      States Securities and Exchange Commission (“SEC”) under the Securities Act
      of 1933, as amended (the “Securities Act”) in the United States in respect
      of the Securities which would include any activities undertaken for the
      purpose of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for the resale of the
      Securities; provided, however, that the Transferor may sell or otherwise
      dispose of the Securities in accordance with applicable
    law.

            


    

    


    
      	
               
      

            	
              2.

            	
              Lequn
      Huang hereby represents, warrants, covenants and agrees that should the
      Company by reason of failure after commercially reasonable best efforts to
      obtain sufficient shareholder or governmental approval to authorize any
      blank check preferred stock, he hereby waives his right to use of the
      dispute provisions under Section 7.2 of this
  Agreement.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              3.

            	
              Transferee
      hereby represents and warrants
that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Transferee
      has the legal right and requisite power and authority to make and enter
      into this Agreement, and to perform its obligations hereunder and to
      comply with the provisions hereof. The execution, delivery and performance
      of this Agreement by Assignee have been duly authorized by all necessary
      corporate action on its part. The execution, delivery and performance of
      this Agreement by Transferee do not and will not contravene the charter,
      bylaws or other organizational documents of Assignee. This Agreement has
      been duly executed and delivered by Transferee and constitutes the valid
      and binding obligation of Transferee enforceable against it in accordance
      with its terms, except as such enforcement may be limited by applicable
      bankruptcy, insolvency, moratorium or other similar laws affecting the
      rights of creditors generally and except that the availability of
      equitable remedies, including specific performance, is subject to the
      discretion of the court before which any proceeding therefore may be
      brought.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      execution, delivery and performance of this Agreement by Transferee and
      the compliance by Transferee with the provisions hereof and thereof, do
      not and will not (with or without notice or lapse of time, or both)
      conflict with, or result in any violation of, or default under, or give
      rise to any right of termination, cancellation or acceleration of any
      obligation under any loan or credit agreement, note, bond, mortgage,
      indenture, lease or other agreement, instrument, permit, concession,
      franchise, license, judgment, order, decree, statute, law, ordinance, rule
      or regulation applicable to Assignee or any of its properties or assets,
      other than any such conflicts, violations, defaults, or other effects
      which, individually or in the aggregate, do not and will not prevent,
      restrict or impede Transferee’s performance of its obligations under and
      compliance with the provisions of this Agreement and the other transaction
      documents executed in connection
herewith.

            


    

    


    
      	
               
      

            	
              (c)

            	
              No
      consent, approval, order or authorization of, or registration, declaration
      or filing with, any governmental or regulatory authority or any other
      person or entity (other than any of the foregoing which have been obtained
      and, at the date in question, are then in effect) is required under
      existing laws as a condition to the execution, delivery or performance of
      this Agreement by Transferee.

            


    

    


    Section
5. Transition period

    


        1.
The Transferors should maintain the validity of the Patent from the date of this
Agreement is signed to the date of registration in the Transferee’s name as
approved by the State Patent Office. During this period, any annual or
maintenance fees of the Patent should be paid by the Transferors.

    


         2.
If the Transferors or Transferee cannot fulfill this Agreement because of a
force majeure, this Agreement is terminated automatically.

    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Section
5. Penalties for Violation

    


    
      	
               
      

            	
              1.

            	
              For
      Transferors:

            


    

    


    If the
Transferors refuse to deliver all the documents specified in Section 1 of this
Agreement or refuse to transfer the Patent under the terms and provisions of
this Agreement, Transferee is entitled to terminate this Agreement and require
the Transferors to transfer back any consideration paid to the Transferors plus
a penalty payment of RMB100,000 to Transferors.

    


    
      	
               
      

            	
              2.

            	
              For
      Transferee:

            


    

    


    If
Transferee fails to pay the consideration specified in this Agreement, the
Transferors have the right to terminate this Agreement and request the
Transferee to return all documents plus a penalty fee of RMB100,000 to
Transferors.

    


    Section
6.  Further Assurances.

    


    Each
party to this Agreement agrees to execute, acknowledge, deliver, file and
record, and to cause to be executed, acknowledged, delivered, filed and
recorded, such further certificates, instruments, and documents and to do, and
cause to be done, all such other acts and things, as may be required by law, or
as may, in the reasonable opinion of the other party hereto, be necessary or
advisable to carry out the purposes of this Agreement.

    


    Section
7.  Disputes

    


        1.
All parties should amicably negotiate to solve the disputes by themselves if any
dispute happens during this Agreement period.

     
 

    2. If the
disputes cannot be solved by negotiation, any party may appeal for the
Administrative Authority for Patent Affairs, or appeal to higher authority
court.

    


    Section
8. Validation conditions of the agreement

    


        This
Agreement becomes effective after both parties have signed.


    


    


    


    [SIGNATURE
PAGE TO FOLLOW]


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in duplicate originals by its duly authorized officers or
representatives.

    


    
      	
              Transferors:

            	
              Transferee:

            
	 
      	 
      
	 
      	 
      
	
              /s/ Lei
      Wang

              Lei
      Wang

            	 
      
	 
      	 
      
	
              /s/ Lequn
      Huang

            	
              /s/ Dong Ying (Jiangsu) Pharmaceutical Co.
      Ltd.

            
	
              Lequn
      Huang

            	
              Dong
      Ying (Jiangsu) Pharmaceutical Co. Ltd.

            
	 
      	 
      
	 
      	 
      
	
              December
      22, 2009

            	
              December
      22, 2009

            


    

    


    


    The
undersigned agrees to be bound by the provisions of Section 3 of the foregoing
Agreement.

    


    SINOBIOPHARMA,
INC.

    


    By: /s/ Lequn
Huang

    Name:
Lequn Huang

    Title:  Chief
Executive Officer

    


    


    


    


    


    


    


    


    


    



    
      
         


      

      
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