Exhibit 10.3



EXCLUSIVE TECHNOLOGY LICENSE AGREEMENT


BETWEEN


PROTEOMTECH, INC.


AND 


Guizhou Yibai Pharmaceutical Company, Ltd




 

 

THIS AGREEMENT ("Agreement") is made and effective as of the date of last
signing ("Effective Date") by and between Guizhou Yibai Pharmaceutical Company,
Ltd, having a principal place of business at 220-1 Baiyun Rd, Guiyang, Guizhou,
China ("Licensee"), and ProteomTech, Inc. ("PTI"), having a principal place of
business at 5980 Horton St, Ste 405, Emeryville, CA, 94608, USA.

 


RECITALS

		
			1. 	WHEREAS, PTI owns and is continuing research in the area of
		Licensed Technology (as defined below); and
	 	 
	2. 	WHEREAS, Licensee desires to obtain certain rights in and to the
		Licensed Technology; and
	 	 
	3. 	WHEREAS, Licensee has represented to PTI, to induce PTI to enter
		into this Agreement, that Licensee has the desire, expertise and
		knowledge to develop, produce, market and sell Licensed Products and/or
		to use Licensed Processes and that it shall commit itself to a thorough,
		vigorous and diligent program exploring the Licensed Technology such
		that public utilization of the Licensed Technology shall result.


NOW, THEREFORE, in consideration of the mutual covenants and promises
contained in this Agreement and other good and valuable consideration, PTI and
Licensee agree as follows: 

 


	
	ARTICLE 1 - DEFINITIONS

	
	


			1.1	"Field" means all uses of Licensed Technology.
	 	 
	1.2	"Know-how" means the data and information embodied in the
		Licensed Technology.
	 	 
	1.3	"Licensee Improvement" means any improvement,
				enhancement or modification to or of 


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	 	Licensed Products, Licensed Processes, Licensed
		Technology, Know-how or Licensed Patents made at any time by or on
		behalf of Licensee or any of its sublicensees.
	 	 
	1.4	"Licensed Patents" means the pending patents entitled "Methods
		for production of Recombinant VEGI-192A", US patent application number
		60/528,983 and International patent application number
		PCT/US2004/041650.
	 	 
	1.5	"Licensed Process" means any and all processes embodying the
		Licensed Technology, Know-how and/or the Licensed Patents.
	 	 
	1.6	"Licensed Product" means any and all products embodying the
		Licensed Technology, Know-how and/or the Licensed Patents. 
	 	 
	1.7	"Licensed Technology" means methods, technical data, know-how,
		research results for production of recombinant VEGI-192a , as described
		and claimed in the Licensed Patents.
	 	
	1.8	"Term" means the period beginning on the Effective Date and
		ending on the expiration of the last to expire of the Licensed Patents.
	 	 
	1.9	"Territory" means the People's Republic of China, Including
		Taiwan, Hong Kong, and Macao.
	 	 
	1.10	"Exclusive" means PTI has not granted and shall not grant
		further sublicense in the Licensed Field of Use within the Territory, so
		long as this Agreement is in effect.


		






 

	
ARTICLE 2 - TECHNOLOGY LICENSE



		
	 	 
	2.1	In consideration of the License Fee (as defined below) and
		Licensee's full and complete compliance with the terms and conditions of
		this Agreement, PTI hereby grants to Licensee an exclusive,
		sublicensable, nontransferable and nonassignable license within the
		Territory, in the Field, during the Term, to make, have made, lease,
		use, distribute, sell, market and otherwise dispose of Licensed Products
		and practice the Licensed Processes under the Licensed Technology, the
		Know-how and the Licensed Patents. 
	 	 
	2.2	By way of clarification, Licensee shall
		have no right to do any of the foregoing outside of the Licensed
		Territory. In particular, Licensee shall have no right to import
		Licensed Products into the Territory nor to export Licensed Products
		from the Territory.
	 	 
	2.3	If Licensee grants sublicenses to third parties, each
		such sublicense: (a) shall be 


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	 	embodied in a written document, a copy of which shall be
		provided by Licensee to PTI at the time of its execution; (b)
		shall be expressly subject to this Agreement; and (c) shall expressly
		impose on the sublicensee terms and conditions that are at least as
		restrictive as those imposed on Licensee hereunder and that are at least
		as protective of PTI as those imposed on Licensee hereunder. Licensee
		hereby assumes responsibility for the performance of all obligations so
		imposed on its sublicensee by this Agreement and will itself pay and
		account to PTI for all payments due under this Agreement which may
		accrue by reason of the operations of each sublicensee, as if it were
		Licensee's own commercial activity.
	 	 
	2.4 	Licensee will continue to have access, on a reasonable
		basis, to investigators within PTI to acquire additional Know-how
		regarding the Licensed Technology. 
	 	 
	2.5 	PTI reserves all rights not
		expressly granted to Licensee by this Agreement. 
	 	 
	2.6 	Without limiting the generality of Paragraph 2.5, PTI
		expressly reserves the right to conduct research and commercial activity
		with the Licensed Technology for its own benefit, and to issue other
		exclusive and nonexclusive licenses to the Licensed Technology outside
		the Territory.
	 	 
	2.7 	Licensee hereby grants to PTI a perpetual,
		worldwide, royalty-free, fully-paid, irrevocable, transferable,
		assignable, sublicensable, unlimited right and license in and to (a) all
		Licensee Improvements developed at any time or from time to time and (b)
		all data (including research data, and results of clinical trials)
		obtained or developed at any time by or on behalf of Licensee or any of
		its sublicensees that relates in any way to Licensed Products, Licensed
		Processes, Licensed Technology, Know-how, Licensed Patents or Licensee
		Improvements. Licensee shall promptly disclose and provide to PTI (in
		electronic form) all such Licensee Improvements and all such data
		(including copies of laboratory notebooks) on an ongoing basis, and
		whenever requested by PTI. PTI will have access, on a reasonable basis,
		to investigators within Licensee to acquire additional know-how
		regarding the Licensee Improvements and all such data. Licensee agrees
		to execute and deliver such further documents, and perform such further
		acts, as PTI requests in order to evidence and secure PTI's rights under
		this Paragraph 2.7. Licensee also agrees immediately to report to
		PTI in detail any serious adverse event which is reported or alleged to
		occur as a result of use of Licensed Products or Licensed Processes,
		whether or not there is proof that the event was caused by such use.
	 	 
	2.8 	Licensee agrees that it shall include on all Licensed Products,
		and in connection with all Licensed Processes, any and all patent
		notices and other intellectual property notices customarily included, or
		reasonably requested by PTI, in order to protect PTI's rights under the
		Licensed Patents.



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	ARTICLE 3 - DUE DILIGENCE
	 	 
	3.1 	Licensee shall use its best efforts to
		bring Licensed Products or Licensed Processes to market through
		thorough, vigorous and diligent programs of research, development,
		testing and marketing of the Licensed Technology and to continue active,
		diligent marketing efforts for one or more Licensed Products or Licensed
		Processes throughout the Term.
	 	 
	3.2 	In addition, Licensee shall adhere to the
		following milestones: 
	 	 
	3.21 	Licensee shall deliver to PTI (prior to the first
				anniversary of the Effective Date 
				an updated business plan showing plans for each stage of
				development, the amount of money, number and kind of personnel
				and time budgeted for each phase of development of the Licensed
				Product or Licensed Process and shall provide similar plans to
				PTI on or before January 1 of each year.
	 	 
	3.22 	Licensee shall:
	 	 	 
	 	(1)	Submit for regulatory approval covering Product or
						Process of the Licensed Technology in the Territory
						within three (3) years from the Effective Date of this
						Agreement; 
	 	 	 
	 	(2)	Market Licensed Products in the Territory within six
						(6) months of receiving regulatory approval to market
						such Licensed Product or Licensed Process;
	 	 	 
	 	(3)	Reasonably fill the market demand for Licensed
						Products and Licensed Processes following commencement
						of marketing at any time during the Term; and
	 	 	 
	 	(4)	Obtain all necessary governmental approvals for the
						manufacture, use and sale of Licensed Products and
						Licensed Processes.
	 	 
	3.3 	Licensee's failure to perform in accordance with any and all
		portions of Paragraphs 3.1 and 3.2 above shall be grounds for PTI to
		either terminate this agreement or change
		Licensee's exclusive license to a nonexclusive license, pursuant to
		Article 11.



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ARTICLE 4 - PATENTS AND PATENT COSTS



		
	 	 
	4.1 	Licensee agrees that, as between the
		parties, PTI retains all right, title and interest in and to the
		Licensed Technology, the Know-how and the Licensed Patents outside the
		Territory. Licensee agrees never to challenge (a) PTI's ownership of
		the Licensed Technology, the Know-how and the Licensed Patents and (b)
		the license to PTI set forth in Paragraph 2.7.
	 	 
	4.2 	PTI shall file, prosecute, and maintain
		Licensed Patents in the Territory, at Licensee's expense. Licensee
		agrees to pay, or (at PTI's election) promptly to reimburse PTI for,
		PTI's legal costs incurred under this Paragraph 4.2.
	 	 
	4.3 	Failure of Licensee to pay the amounts required under Paragraph
		4.2 within thirty (30) days of the receipt of a written statement
		constitutes a material breach of this Agreement.
	 	 
	4.4 	Nothing in this Agreement shall prevent
		PTI from seeking patents in countries outside the Territory. Such patent
		applications shall be filed, prosecuted and maintained at PTI's expense,
		and shall be free of any obligations to Licensee under this Agreement.
		
	 	 
	ARTICLE 5 - PUBLICATION RIGHTS
	 	 
	5.1 	PTI reserves the right to present or to
		publish the results of its research on the Licensed Technology. 
	 	 
	5.2 	Licensee also has the right to present or to publish the results
		of its research on the Licensed Technology, provided, however, that
		Licensee shall first provide to PTI a copy of any abstract or manuscript
		that Licensee proposes to submit for publication or presentation
		(accompanied by electronic copies of all data and laboratory notebooks
		upon which the abstract or manuscript is based), at least thirty (30)
		days in advance of such submission. If PTI within thirty (30) days after
		PTI's receipt of the abstract or manuscript requests Licensee to defer
		presentation or publication thereof so that patent applications may be
		filed, Licensee shall not submit or otherwise disclose to any third
		party any of the information contained in the abstract or manuscript
		until such time as a patent application has been filed or the expiration
		of ninety (90) days from the date of disclosure to PTI, whichever occurs
		first. 
	 	 
	ARTICLE 6 - CONSIDERATION
	 	 
	6.1 	Upon execution of this Agreement, Licensee
		shall pay to PTI a one-time technology license fee ("License Fee") of
		Two Million Three Hundred Thousand Dollars ($2,300,000), payable in U.S.
		dollars at PTI's offices net of any bank fees, currency 



 

	 	conversion charges or the like. Failure of Licensee to
		perform under this Paragraph 6.1 will be grounds for termination by PTI pursuant to Article 11.
		
	 	 
	ARTICLE 7 - INFRINGEMENT
	 	 
	7.1 	Each party shall promptly report in writing to the other party
		during the Term any infringement or suspected infringement of any
		patent, or unauthorized use or misappropriation of the Licensed
		Technology or Know-how by a third party within the Territory of which it
		becomes aware, and shall provide the other party with all available
		evidence supporting such infringement, suspected infringement, or
		unauthorized use or misappropriation.
	 	 
	7.2 	Except as provided in Paragraph 7.3, Licensee shall have the
		right to initiate an infringement suit or other appropriate action
		against any third party who at any time has infringed or is suspected of
		infringing any of the Patents or of using without proper authorization
		all or any portion of the Licensed Technology or Know-how within the
		Territory. Licensee shall give PTI sufficient advance written notice of
		its intent to initiate such action and the reasons therefor, and shall
		provide PTI with an opportunity to make suggestions and comments
		regarding such action. Licensee shall keep PTI promptly informed of the
		status of any such action. Licensee shall have the sole and exclusive
		right to select counsel for and shall pay all expenses of such action.
		PTI shall offer reasonable assistance to Licensee at no charge to
		Licensee except for reimbursement by Licensee of PTI's reasonable
		out-of-pocket expenses. Any damages, profits, or awards of whatever
		nature recovered from such action shall, after deduction of Licensee's
		actual out-of-pocket legal expenses and court costs incurred in such
		action, shall be split equally between Licensee and PTI.
	 	 
	7.3 	In the event that Licensee does not within
		six (6) months (a) secure cessation of the infringement, or (b) file and
		serve suit against the infringer, or (c) provide PTI with evidence of
		the pendency of a bona fide negotiation for the acceptance by the
		infringer of a sublicense under this Agreement, PTI shall thereafter
		have the right, but not the obligation, to convert Licensee's exclusive
		license hereunder to a non-exclusive license and/or to take action
		against the infringer at PTI's own expense, at PTI's election. Licensee
		shall offer reasonable assistance to PTI in connection with such action
		at no charge to PTI except for reimbursement by PTI of Licensee's
		reasonable out-of-pocket expenses. Any damages, profits, or awards of
		whatever nature recovered from such action shall belong solely to PTI.


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ARTICLE 8 - WARRANTY DISCLAIMER; LIMITATION OF LIABILITY


		
	 	 
	8.1 	Nothing in this Agreement shall be construed
	as: 
	 	(a) 	A warranty or representation by PTI as to the validity or
				scope of any Licensed Patent;
	 	 	 
	 	(b) 	A warranty or representation that any Licensed Product,
				Licensed Process, Licensed Technology, Know-how, or Licensee
				Improvement, or anything made, used, sold or otherwise disposed
				of under any license granted in this Agreement is or will be
				free from infringement of patents, copyrights, trademarks, trade
				secrets, or other intellectual property of third parties;
	 	 	 
	 	(c) 	An obligation of PTI to bring or prosecute actions or
				suits against third parties for infringement;
	 	 	 
	 	(d) 	Conferring rights on Licensee to use in advertising,
				publicity or otherwise any trademark of, or the name of, PTI or
				PROTEOMTECH, INC.; or
	 	 	 
	 	(e) 	Granting by implication, estoppel or otherwise any
				license or transfer under patents of PTI other than Licensed
				Patents, regardless of whether such other patents are dominant
				of or subordinate to any Licensed Patent.
	 	 
	8.2 	THE LICENSED TECHNOLOGY, THE KNOW-HOW AND THE LICENSED PATENTS
		ARE PROVIDED ON AN AS-IS, WHERE-IS, AS-AVAILABLE BASIS. EXCEPT AS
		EXPRESSLY SET FORTH IN THIS AGREEMENT, PTI DISCLAIMS ALL REPRESENTATIONS
		AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
		IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
		TITLE, AND NONINFRINGEMENT. THE PARTIES DISCLAIM ANY APPLICABILITY OF
		THE UNIFORM COMMERCIAL CODE OR UNITED NATIONS CONVENTION ON CONTRACTS
		FOR THE INTERNATIONAL SALE OF GOODS. PTI ASSUMES NO RESPONSIBILITIES
		WHATSOEVER WITH RESPECT TO THE USE, SALE OR OTHER DISPOSITION BY
		LICENSEE OR ITS VENDEES OR SUBLICENSEES OF LICENSED PRODUCTS OR LICENSED
		PROCESSES.
	 	 
	8.3 	TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
		SHALL PTI BE LIABLE TO LICENSEE, ANY SUBLICENSEE, OR ANY OTHER PERSON
		FOR ANY CLAIM ARISING FROM, BASED UPON OR SEEKING: (A) ANY SPECIAL,
		INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR
		OTHER INDIRECT DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
		DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF
		BUSINESS OR 



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	 	PERSONAL INFORMATION OR ANY OTHER PECUNIARY
		LOSS, ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED
		TECHNOLOGY, KNOW-HOW, LICENSED PATENTS, LICENSED PRODUCTS, LICENSED
		PROCESSES, OR LICENSEE IMPROVEMENTS, EVEN IF PTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
		DAMAGES, UNLESS SUCH DAMAGE HAS BEEN CAUSED BY PTI'S GROSS NEGLIGENCE OR
		WILLFUL MISCONDUCT; OR (B) ANY LOST PROFIT OR LOST REVENUE,
		INTERRUPTIONS, LOSS OF USE, LOSS OR DELETION OF DATA, COSTS OF
		RECREATING LOST DATA. 
	 	 
	8.4 	PTI'S ENTIRE LIABILITY HEREUNDER, EXCEPT FOR LIABILITY RESULTING
		FROM PTI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IS EXPRESSLY LIMITED
		TO THE FEES PAID UNDER THIS AGREEMENT BY LICENSEE TO PTI. LICENSEE
		AGREES AND ACKNOWLEDGES THAT THE LICENSE FEE HAS BEEN SET IN RELIANCE
		UPON SUCH LIMITATION OF LIABILITY. 
	 	 
	8.5 	THE PROVISIONS OF THIS ARTICLE 8 APPLY WITH RESPECT TO ALL
		CLAIMS, WHETHER ARISING BY REASON OF, OR ASSERTED ON THE BASIS OF,
		CONTRACT, TORT (INCLUDING NEGLIGENCE AND DEFAMATION) OR OTHERWISE. 
	 	 
	ARTICLE 9 -
		CONFIDENTIALITY
	 	 
	9.1 	As used herein, "Confidential Information" shall mean proprietary
		information, trade secrets, know-how, samples, drawings or data,
		technical or non-technical, related to research that originates with
		either party and is disclosed or provided to the other. The recipient
		may use the provider's Confidential Information for purposes of this
		Agreement, but agrees neither to use such Confidential Information for
		any other purpose nor to disclose or provide such Confidential
		Information to any third party at any time during the Term or for a
		period of five (5) years thereafter, except as permitted under
		Paragraphs 2.6Error! Reference source not found. and 5.2 or as
		follows: 
	 	 
	 	(a)	To the extent that such Confidential Information was known to the
			recipient from sources other than the provider prior to its
			disclosure hereunder, and this is demonstrably documented in written
			records made by recipient prior to such disclosure; or
	 	 	 
	 	(b)	To the extent that such Confidential Information in fact is
			public knowledge prior to or after its disclosure, other than
			through acts or omissions attributable to the recipient; or
	 	 	 
	 	(c)	To the extent that such Confidential Information was disclosed or
			provided to the recipient by a third party who did not derive such
			information from the provider; or



8


	 	(d)	To the extent that disclosure is required by law or regulation,
			with prior notice to be provided to the disclosing party to allow it
			to limit disclosure or seek confidential status; or
	 	 	 
	 	(e)	To the extent that such Confidential Information has been
			developed independently by the recipient, without reference to any
			Confidential Information of the provider, which development may be
			proven by competent evidence.
	 	 
	9.2 	Each recipient specifically agrees not to export or re-export any
		information and/or technical data and/or products in violation of any
		applicable United States laws and/or regulations.
	 	 
	9.3 	Each recipient will retain control of Confidential Information
		received hereunder from the other party, treating such Confidential
		Information with the same care as would be afforded its own Confidential
		Information, and will not provide such Confidential Information to
		parties who are not bound by obligations of confidentiality consistent
		with this Agreement. 
	 	 
	9.4 	The existence of, and terms and conditions of, this Agreement are
		the Confidential Information of PTI.
	 	 
	



		
		ARTICLE 10 - NOTICES



		
	 	 
	10.1 	Any notice required or permitted under this Agreement shall be
		made in writing and any such notice and any payment required or
		permitted under this Agreement shall be delivered by and deemed received
		as follows (i) personal delivery, when delivered personally; (ii) air
		courier service (including FedEx and UPS Air), upon written verification
		of delivery; or (iii) by facsimile transmission (except as to payments)
		when confirmed by facsimile transmission report (or the next business
		day, if transmitted after 5:00 p.m. recipient's time or on a
		non-business day). Payments may also be transmitted by wire with the
		written consent of and as directed by the receiving party, and shall be
		deemed received when actually received by the recipient institution.
	 	
	10.2 	Communications to Licensee concerning this Agreement shall be
		addressed to:
	 	 
	 	 	Guizhou Yibai Pharmaceutical Company, Ltd
	 	 	220-1 Baiyun Rd
	 	 	Guiyang, Guizhou, China 
	 	 
	 	10.3 Communications to PTI concerning this Agreement shall be
		addressed to: 
	 	 	 
	 	 	Vice President



9


	 	 	ProteomTech, Inc.
	 	 	5980 Horton St. Suite 405
	 	 	Emeryville, CA 94608
	 	 	Attn: Sean Wu
	 	 
	 	With a courtesy copy to: 
	 	 	Troy & Gould
	 	 	1801 Century Park East, 16th Fl.
	 	 	Los Angeles, CA 90067
	 	 	Attn: David Ficksman, Esq.
	 	 
	10.4 	Either party may change its notice address by giving notice to
		the other party as set forth in this Article 10. 
	 	 
	


ARTICLE 11 - TERMINATION

		
	 	 
	11.1 	In the event that Licensee shall be in
		default of any of its obligations hereunder, PTI may at its sole option:
		(a) terminate this Agreement or (b) convert the exclusive license
		hereunder to a non-exclusive license. The choice of (a) or (b) shall be
		in PTI's sole discretion. This option (a) or (b) of PTI shall be
		exercised by written notice to Licensee specifying the nature of the
		default including the amount of royalties then due, if any, and shall be
		effective thirty (30) days following receipt of said notice by Licensee
		unless Licensee cures said default prior to the expiration of said
		period of thirty (30) days.
	 	 
	11.2	Termination of this Agreement or
		conversion to a non-exclusive license as provided under Paragraph 11.1
		shall terminate all sublicenses which may have been granted by Licensee,
		provided that any sublicensee may elect to obtain a license by advising
		PTI in writing, within sixty (60) days after the sublicensee's receipt
		of written notice of such termination or conversion, of its election,
		and of its agreement to assume with respect to PTI all the obligations
		(including obligations for payment) contained in its sublicense
		agreement with Licensee. Any sublicense granted by Licensee shall
		contain a provision corresponding to this Paragraph 11.2. 
	 	 
	11.3 	Upon termination of this Agreement or conversion to a
		non-exclusive license as provided under Paragraph 11.1 or 11.2, Licensee
		shall not be relieved of any obligations incurred prior to such
		termination or conversion. 
	 	 
	11.4 	The following provisions shall survive any termination or
		expiration of this Agreement: Paragraphs 2.2, 2.5-2.7, 4.1, 4.4, 5.1,
		and 7.3, and Articles 8, 9, 10, 11, and 12 (except Paragraph 12.7).
	 	 
	11.5 	For the purposes of this Article 11, events
		of default by Licensee include the following: Licensee's breach of this
		Agreement; Licensee's insolvency, bankruptcy, or inability to 



10


	 	pay its debts when due; Licensee's making of an
		assignment for the benefit of creditors; the appointment of a receiver,
		trustee, assignee, liquidator or other similar official for Licensee; or
		Licensee's cessation to do business in the ordinary course. 
	 	 
	ARTICLE 12 - MISCELLANEOUS
	 	 
	12.1 	Licensee agrees to defend PTI at Licensee's cost and expense,
		and will indemnify and hold harmless PTI, from and against any and all
		claims, losses, costs, damages, fees or expenses (including attorneys
		fees) ("Claims") arising out of or in connection with the manufacture,
		use, commercialization, marketing or sale by Licensee and its
		sublicensees of any Licensed Product and/or Licensed Process hereunder,
		or the use by Licensee or its sublicensees of Licensed Technology,
		Know-how, Licensed Patents or Licensee Improvements, or out of any sale
		or other disposition by Licensee or its sublicensees of Licensed
		Products or Licensed Processes. PTI may also, at its own expense, be
		represented by its own legal counsel in connection with any Claims.
		Licensee will not settle any Claims without PTI's prior written consent.
	 	 
	12.2 	Licensee may not assign this Agreement nor any of Licensee's
		rights or obligations hereunder without PTI's prior written consent.
		
	 	 
	12.3 	This Agreement shall be construed under and interpreted under
		the substantive law of the State of California, USA without reference to
		choice of law or conflict of law principles. This Agreement is deemed
		accepted, executed and performed in Alameda County, California. PTI and
		Licensee submit to the exclusive jurisdiction of the state and federal
		courts located in Alameda County, California, USA for the resolution of
		any dispute arising out of or under or related to this Agreement. The
		parties waive any objection based on personal jurisdiction, venue and
		forum non conveniens or similar doctrine. 
	 	 
	 	In the event that either party is prevented from performing or is
		unable to perform any of its obligations under this Agreement due to any
		act of God, fire, casualty, flood, war, strike, terrorism, lockout,
		failure of public utilities, government regulation or the like, such
		party shall give notice to the other party in writing promptly, and
		thereupon the affected party's performance shall be excused and the time
		for performance shall be extended for the period of delay or inability
		to perform due to such occurrence. 
	 	 
	12.4 	The waiver by either party of a breach or default of any
		provisions of this Agreement by the other party must be in written form
		and signed by both parties, and shall not be construed as a waiver of
		any other breach of the same or any other provision. 
	 	 
	12.5 	This Agreement may not be modified except in a writing signed by
		an authorized representative of each party. 



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	12.6 	This Agreement contains the full understanding of the parties
		with respect to the subject matter hereof and supersedes all prior
		understandings and writings relating thereto. There are no agreements,
		representations or warranties between the parties or with respect to the
		subject matter hereof except those set forth in this Agreement. 
	 	 
	12.7 	As of the Effective Date and throughout
		the Term, each party represents and warrants to the other that: (a) it
		is duly organized, validly existing and in good standing as a
		corporation or other entity as represented herein under the laws of its
		jurisdiction of incorporation, organization or chartering; (b) it has
		the corporate authority to enter into this Agreement, (c) execution of
		this Agreement by its officer whose signature is set forth at the end
		hereof has been duly authorized by all necessary corporate action of the
		party; and (d) upon execution by all parties this Agreement shall be a
		valid and binding agreement of the party enforceable against the party
		according to its terms.
	 	 
	12.8 	Each party has had the opportunity to consult independent legal
		counsel regarding this Agreement, and the language of this Agreement is
		the language chosen by the parties to express their mutual intent.
		Accordingly, any rule of law, including Section 1654 of the California
		Civil Code, or any legal decision that would require interpretation of
		any claimed ambiguities in this Agreement against the party that drafted
		it has no application and is expressly waived. Except as otherwise
		expressly provided herein or unless the context otherwise requires,
		"including" means "including, without limitation"; the words "herein,"
		"hereof" and "hereunder" and similar words refer to this Agreement as a
		whole and not to any particular subdivision; any pronouns used in this
		Agreement shall include the corresponding masculine, feminine or neuter
		forms, and the singular form of nouns, pronouns and verbs shall include
		the plural and vice versa; and the word "or" is inclusive, not
		exclusive. All article titles, paragraph titles or captions in this
		Agreement are for convenience only. Each party acknowledges that it has
		read and understood this Agreement and its legal effect. Nothing in this
		Agreement shall be construed to require the performance by either party
		of any act contrary to law. If any term, sentence, provision, covenant
		or restriction of this Agreement is held by a court of competent
		jurisdiction or other authority to be invalid, void or unenforceable,
		the remainder of this Agreement shall remain in full force and effect
		and shall, to the fullest extent possible, be construed so as to give
		effect to the intent manifested by the term, sentence, provision,
		covenant or restriction held invalid, illegal or unenforceable. 
	 	 
	12.9 	This Agreement does not create any partnership, joint venture or
		agency relationship between the parties. 
	 	 
	12.10 	This Agreement shall be binding upon and inure solely to the
		benefit of the parties hereto and their heirs, executors,
		administrators, successors, legal representatives and permitted assigns.
		This Agreement is not for the benefit of any third party and shall not
		be deemed to give any right or remedy to any such party except as
		expressly set forth herein.
	 	 
	12.11 	This Agreement may be executed by facsimile and/or in
		one or more counterparts, each 



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	 	of which shall constitute an original document and all
		of which together shall constitute one original instrument. 
	 	 
	12.12 	The agreement is written in both Chinese and
		English. If there are any conflict and contradiction between the two
		versions, Chinese version subjects to English version
	 	 
	IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their properly and duly authorized officers or representatives as of
the dates indicated below.




 

														
	

		PROTEOMTECH, INC.
															

		GUIZHOU YIBAI
														PHARMACEUTICAL COMPANY,
														LTD.
	 	 
	By: /s/ Jun Bao 	By: /s/ Xiangwu Ye
	---------------------------------- 	----------------------------------
	Jun Bao, President 	General Manager
	 	 
		 
		 
	Date: March 7, 2005	 





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