3SBio Inc.: Exhibit 4.10 - Filed by newsfilecorp.com






Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



MASTER AGREEMENT 

This MASTER AGREEMENT (this “Agreement”) is made
as of the 21st day of February, 2012 (the “Effective Date”) by and among:


	1. 	
      DAVITA CARE PTE. LTD., a corporation organized
      under the laws of the Republic of Singapore (“DaVita”);

	 	 
	2. 	
      DAVITA CHINA PTE. LTD., a corporation
      organized under the laws of the Republic of Singapore (“DaVita
      China”);

	 	 
	3. 	
      3SBIO, INC., a company organized under the laws of
      the Cayman Islands (“3SBio”); and

	 	 
	4. 	
      LIAONING SUNSHINE SCIENCE AND TECHNOLOGY DEVELOPMENT
      CO., LTD., a company organized under the laws of the People’s Republic
      of China (“Sunshine”)



The foregoing shall each be referred to as a “Party” and
collectively, as “Parties.” DaVita and DaVita China are collectively referred to
as the “DaVita Parties,” and 3SBio and Sunshine are collectively referred
to as the “3SBio Parties”; DaVita China and Sunshine are also each
referred to as a “JV Party” and collectively as “JV Parties”.

Capitalized terms used herein shall have the meanings given to
such terms in Annex A of this Agreement. 

R E C I T A L S 

WHEREAS, DaVita is a wholly-owned indirect subsidiary of DaVita
Inc., a leading independent global kidney care services company providing, among
other things, dialysis services and related renal care services, and DaVita
China is a wholly-owned subsidiary of DaVita; 

WHEREAS, 3SBio operates a leading biopharmaceutical company in
the PRC that, among other things, manufactures erythropoietin (“EPO”) in
PRC, and Sunshine is highly experienced in building and operating renal
treatment centers, including without limitation, providing dialysis services and
related renal care services in the PRC; and 

WHEREAS, the Parties desire to form joint venture enterprises
and enter into various commercial agreements to provide dialysis and related
renal treatment services to patients (the “Cooperation”) in Liaoning and
Jilin Provinces, PRC (the “******** Territory”); 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



NOW, THEREFORE, upon the terms and conditions herein, and in
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby expressly agree as follows:


ARTICLE I 

SCOPE OF COOPERATION 

Section 1.1. Scope. In order to realize
the Cooperation, the Parties agree, subject to the terms and conditions of this
Agreement, that DaVita China will invest US$14 million in cash, and Sunshine
will invest US$6 million in cash and in kind, all to be used as specified in the
Section I of the Funding Plan attached as Exhibit E (the “Funding Plan”),
or otherwise agreed by the Parties, in consideration for a sharing of the
Economic Benefits arising from the Cooperation based on the fundamental
principle that DaVita China shall be entitled to 70% and Sunshine shall be
entitled to 30% of all Economic Benefits derived from the activities described
in Sections 1.1. A., 1.1. B., and 1.1. C., below (the “Fundamental
Principle”). For this purpose, the Parties or their designated Affiliates
will take a number of steps pursuant to this Agreement and PRC laws and
regulations, as follows:

	 	A. 	
      Organize, form and fund according to the Funding Plan a
      joint venture company (“ManageCo”) in the ******** Territory, to be
      owned 70% by DaVita China and 30% by Sunshine, the primary purposes of
      which shall be during the Term: (i) to develop and manage Clinical Centers
      in the ******** Territory that are owned by 3SBio and/or its Affiliates,
      or owned jointly by the Parties, in accordance with a perpetual management
      service contract including the general terms set forth in Exhibit F (the
      “Management Service Contract ”); and (ii) to contract management
      services to Clinical Centers in the ******** Territory that are owned or
      managed by third parties;

	 	 	 
	 	B. 	
      Organize, form and fund according to the Funding Plan a
      number of joint venture companies, the primary purpose of which shall be
      owning and operating Clinical Centers in the Territory, which will include
      the ******** to joint ventures of the ******** Centers when such ********s
      occur, and the ******** of ******** Centers in the ******** Territory,
      (collectively the “JV Clinic Companies”). Each of the JV Clinic
      Companies shall be owned 70% by DaVita China and 30% by Sunshine, or their
      Affiliates, and each shall be managed by ManageCo pursuant to a perpetual
      Management Service Contract. (The JV Clinic Companies, together with
      ManageCo, are also referred to as the “JV
  Entities”).



- 2 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 	C. 	
      Cause each of the JV Entities and ******** Centers to
      contract with a DaVita Affiliate and with a 3SBio Affiliate to receive a
      license for use of certain trademarks and other intellectual property
      rights, and corporate support, such as branding and brand management,
      marketing materials, etc., all on terms and conditions to be set forth in
      the applicable agreements.

	 	 	 
	 	D. 	
      Cause DaVita China to pay to Sunshine, as a part of
      DaVita’s US$14 million Total Investment Amount, the sum of US$******** as
      set forth in Section 2.1, in consideration for the various rights and
      benefits described therein.

	 	 	 
	 	E. 	
      Cause 3SBio’s and DaVita China’s respective Affiliates to
      contract for 3SBio’s Affiliates to ******** supply EPO to Clinical Centers
      owned or controlled by DaVita or its Affiliates (including all JV Clinic
      Companies) in PRC, on the general terms set forth in Exhibit C (the
      “******** EPO Supply Agreement”).

	 	 	 
	 	F. 	
      If 3SBio obtains government approval for its business
      related to medical consumables and medical apparatus and instruments in
      PRC, then the Parties shall discuss in good faith whether to establish a
      cooperative relationship with respect to such businesses in
  PRC.



Section 1.2. Structure. The Parties intend
the corporate structure for those aspects of the Cooperation described in
Sections 1.1.A., 1.1.B. and 1.1.C. to be as shown in the
Deal Chart attached as Exhibit A, which may be reviewed and updated by the
Parties from time to time, in accordance with various options as explored by
ManageCo pursuant to the Funding Plan.

Section 1.3. ManageCo. The JV Parties
agree that they will set up ManageCo in accordance with the Funding Plan as soon
as practicable after the execution of this Agreement. Upon the establishment of
ManageCo: 

	 	A. 	
      3SBio and its Affiliates will transfer and assign to
      ManageCo those of their employees selected by the DaVita Parties to become
      employees of ManageCo, together with a perpetual and irrevocable license
      to use all rights, assets, know- how, and other intellectual property
      related to the building, licensing, and operation of Clinical Centers,
      which are included among those items described in Section 2.1.

	 	 	 
	 	B. 	
      ManageCo will perform the activities contemplated by this
      Agreement, including but not limited to:




	 	(i) 	
      providing services under a Management Service Contract to
      each of:



- 3 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 	(a) 	
      ******** and any Third Party Centers, pursuant to Section
      1.4,

	 	 	 
	 	(b) 	
      the ******** Centers pursuant to Section 1.5,
  and

	 	 	 
	 	(c) 	
      the JV Clinic Companies, pursuant to Section
  1.7;




	 	(ii) 	
      leading the activities and process for securing
      Government Approvals and communicating with Government Officials, pursuant
      to Section 1.8;

	 	 	 
	 	(iii) 	
      managing the ******** of the ******** Centers, and the
      ******** pursuant to Section 1.5.B. and 1.7;

	 	 	 
	 	(iv) 	
      exercising other rights and performing other obligations
      hereunder, or as otherwise agreed by the Parties.



Section 1.4. Managed Centers. The Parties
acknowledge and agree that as of the Effective Date, Sunshine is managing
certain Clinical Centers in the ******** Territory that are owned by third
parties (the “Managed Centers”) (a list of management contracts and
Managed Centers is attached as Exhibit D).

	 	A. 	
      Subject to the consents of such third parties, Sunshine
      undertakes to use best efforts to arrange for the management contracts for
      ******** to be transferred to ManageCo, and to obtain all necessary
      consents or Government Approvals for such transfers. 3SBio Parties and
      their Affiliates shall cooperate with ManageCo and the relevant third
      parties, such that to the extent permitted by law and regulation ManageCo
      will assume all rights, responsibilities and obligations for providing
      management services to ********. In the event ManageCo is not permitted by
      law or regulation to provide all of the management services required by
      ********, or any necessary Government Approvals or third party consents
      cannot be secured, then 3SBio Parties shall coordinate with ManageCo to
      provide the balance of such required services.

	 	 	 
	 	B. 	
      Any new opportunities arising during the Term to provide
      management services or other support to third parties in connection with
      the operation of Clinical Centers in the Territory shall be directed to
      ManageCo, and the services and support required by such third parties
      shall be provided as described in Section 1.4.A, above.

	 	 	 
	 	C. 	
      For the avoidance of doubt, the Parties agree that
      Sunshine’s receivables and other ******** derived under the existing
      management contracts with ******** are as set forth in Exhibit D. To the extent *** of these
******** are not ******** to ******** pursuant to this Agreement, the
*******Parties shall collect such ******** on behalf of ******** and shall pay
the same (together with any ******* in ******* for such ******* in ******* of
******* of such ******* to ********, or as otherwise instructed in writing by
********, in accordance with the Funding Plan.



- 4 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



Section 1.5. ******** Centers. The Parties
also acknowledge that Sunshine has built, or is planning to build, Clinical
Centers in the ******** Territory (“******** Centers”) (a list of the
current and planned ******** Centers as of the Effective Date is attached as
Exhibit D, and the specific assets which are to be included with each ********
Center upon completion of development are set out in Exhibit D-1).

	 	A. 	
      Upon establishment of ManageCo, Sunshine shall cause each
      of the ******** Centers to:




	 	(i) 	
      Enter into a perpetual Management Service Contract with
      ManageCo;

	 	 	 
	 	(ii) 	
      Appoint DaVita nominees to the Governing Board as set
      forth in Section 1.9;

	 	 	 
	 	(iii) 	
      Ensure all Economic Benefits arising from or in
      connection with the operation and ownership of each ******** Center will
      be shared in accordance with the Fundamental Principle as set forth in
      Section 1.1.

	 	 	 
	 	(iv) 	
      Except as specifically provided otherwise herein, and
      without limitation to the provisions of the Management Service Contract,
      3SBio Parties shall not sell, transfer, trade or otherwise dispose of
      their equity or commercial interest in any ******** Centers or material
      assets of any ******** Centers without the express prior written approval
      of ManageCo.




	 	B. 	
      Sunshine shall also cause ManageCo to be engaged to
      provide services in connection with ******* the *******, ********, and
      ******* of those ******** Centers which are yet to be licensed and
      operating as of such date of *******, including the ******* and ******* of
      the ******** Budget as described in Section 1.6. Within 30 days of the
      establishment of ManageCo, Sunshine shall provide ManageCo with a complete
      and detailed accounting of all such ******** costs incurred to date, and
      allow ManageCo to review and audit all its books and records related
      thereto.



- 5 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	
       	
       
	 	
      C. 
	
      At such time as ManageCo determines, in its sole
      discretion, that it would be commercially practicable for the ********
      Centers to be converted into JV Clinic Companies (or legally possible for
      ManageCo to acquire the ******** Centers), then the Parties shall
      cooperate to effect such ******** (or acquisition), in accordance with the
      Funding Plan. Until such determination is made by ManageCo, the Parties
      shall continue to cooperate with ManageCo in causing the******** Centers
      to operate pursuant to the Management Services Contract and in accordance
      with the Funding Plan. Without limiting the foregoing, the Parties
      acknowledge that:




	 	
      (i)
	in the event of a ******** of the ******** Centers to ******, to the
      extent permitted by Chinese law and regulation, and consistent with the
      Fundamental Principle, ******** ******* shall be entitled to *******of the
      ******* in such ******* without any further capital contributions, and
      ******** Parties shall not in any event be required to invest more than
      the *************; and
	 	 	 
	 	(ii) 	
      in the event of an *********** of the ******** Centers by
      ******* to the extent permitted by Chinese law and regulation, and
      consistent with the Fundamental Principle, ******** ******* shall not be
      required to invest further capital to finance such *******, and the
      ******** Parties shall not in any event be required to invest more than
      the ******* ******** *******.



Section 1.6. ******** Budget. As soon as
reasonably practicable after the execution of this Agreement, the Parties shall
review and approve the proposed ******** Budget, covering the following matters,
in such format and detail as reasonably requested by DaVita China. 

	 	A. 	
      ******** Centers: The budget required to complete
      the ******** of the ******** Centers, covering in
detail:




	 	(i) 	
      the actual costs incurred through December 31,
    2011,

	 	 	 
	 	(ii) 	
      actual costs incurred from and including January 1,
      2012,

	 	 	 
	 	(iii) 	
      the balance of projected costs for *******, and

	 	 	 
	 	(iv) 	
      all other costs and expenses required to ******* of each
      ******** Centers.



- 6 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 		
      The Parties acknowledge the total costs of the ********
      Budget for the ******** Centers are currently estimated to be
      approximately US$5.16 million, and the proposed funding for such costs
      shall be as described in Exhibit D and in Section II of the Funding Plan
      attached as Exhibit E.

	 	 	 
	 	B. 	
      Management of ******** Budget. The 3SBio Parties,
      through their expertise, have concluded that approximately US$*******
      million is needed to complete the ******* and full ******** of the
      ******** Centers, as described in Exhibits D and D-1. In no event shall
      DaVita’s investment in the ******** of the ******** Centers exceed the $
      ******* million described in the Funding Plan. Once established, ManageCo
      shall have responsibility and authority for managing and approving
      expenses under the ******** Budget, and ManageCo shall provide the Parties
      with a monthly status report describing the actual performance and
      variances, if any. Prior to establishment of ManageCo, the 3SBio Parties
      shall continue to perform the ******** of ******** Centers consistent with
      the ******** Budget, and will provide to DaVita Parties for their review
      and approval the monthly status report. Any variance from the ********
      Budget prior to ManageCo’s establishment must be approved by the DaVita
      Parties. DaVita Parties and ManageCo shall have the right to audit,
      inspect, examine and make copies of books of account of ******** Centers
      and discuss the affairs of ******** Centers with their management,
      attorneys and accountants.



Section 1.7. New Centers. The JV Parties
acknowledge and agree that they will jointly set up JV Clinic Companies to own,
build and operate new Clinical Centers in the ******** Territory (the “New
Centers”), or, if ***** determines that it is permitted to do so, *******
may *******, ******* and ******* the New Centers. *******shall lead the efforts
to source and develop opportunities for New Centers, and will oversee the
construction, development and approval of the New Centers as described in
Section 1.5. B. ******* shall be ******* pursuant to a Management Service
Contract with *******, as a *******, or as a branch or subsidiary of
*******.

Section 1.8. Government Approvals.
Promptly after the execution of this Agreement, 3SBio Parties and DaVita Parties
shall form a working committee who will lead, manage and obtain, with all
necessary assistance from the Parties, all required approvals, permits,
certificates and licenses from Governmental Entities necessary for lawfully
establishing and operating the JV Entities and effecting the transactions
contemplated by this Agreement (“Government Approvals”), including
those Government Approvals necessary for*******o provide the widest scope of
services as described herein, and for securing the business license, medical
practice license and approval of social insurance reimbursement for the ********
Centers and JV Clinic Companies for new and any existing patients (collectively,
the “Approval Processes”). Upon the ******* of *******, the working committee shall transition to
******* the responsibility to lead, manage and handle, with all necessary
assistance from the Parties, the Approval Processes in connection with the
******** and ******* of ******* Centers and JV Clinic Companies. ******* Parties
will provide *******, ******** Parties and their designated representatives with
access to and copies of all written materials that come into ******* Parties’
possession generated in connection with the Approval Processes, including but
not limited to all correspondence to and from Governmental Entities. *******,
******** Parties and/or their representatives shall, at ******* or ********
Parties’ request, be permitted to participate in any and all discussions,
whether conducted in-person or by telephone, with Governmental Entities
concerning the Approval Processes. Each Party shall have the right to review in
advance, and to the extent reasonably practicable each will consult the other
on, all information relating to the other and its subsidiaries, that appear in
any filing made with, or written materials submitted to, any third party or any
Governmental Entity in connection with the transactions and actions contemplated
hereby and the Funding Plan.

- 7 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



Section 1.9. Board Oversight. The Parties
agree that (i) promptly upon the execution of this Agreement each ********
Center shall be organized as a legal entity governed by a board of directors or
a similar decision-making committee (“Governing Board”) consisting of
three (3) persons, and (ii) upon their respective establishment, each
*******shall likewise be organized as a legal entity governed by a Governing
Board consisting of three (3) persons. For each such Governing Board, DaVita
China shall have the right to name two (2) members, and Sunshine shall have the
right to name one (1) member, and the Parties shall cause the persons so
nominated to be elected to the Governing Board of each respective ********
Center entity and *******. Except as otherwise provided in this Agreement or by
nonwaivable provisions of applicable law, the respective Governing Board shall
have and exercise full power and discretion and exclusive and final authority
with respect to the management of the affairs of such entity for the
accomplishment of its purpose. 3SBio Parties agree not to circumvent, deny or
impede the authority of the Governing Board by exercising shareholder, sponsor
or equity holder rights to remove, disqualify or terminate any DaVita named
members to the Governing Board at any time. 3SBio Parties shall ensure that (A)
no ******** Center shall be sold, transferred, merged, traded or dissolved; and
(B) no material assets of any ******** Center shall be sold, transferred, traded
or disposed of without the prior written approval of the Governing Board
controlled by DaVita named members, or by ManageCo or DaVita China if such
Governing Board is not in place for whatever reasons. The Parties shall cause
each such ******** Center and *******to indemnify, to the fullest extent
permitted by law, each member of the Governing Board from and against any claims
asserted in connection with their service on a Governing Board, and to maintain
suitable directors and officers liability insurance coverage. Any breach of this
Section 1.9 shall be considered a Material Breach of this Agreement.

- 8 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



Section 1.10. DaVita and 3SBio Branding.
Subject to DaVita’s and 3SBio’s terms of use for licensing third parties to use
their trademarks, service marks and know-how for branding, promoting, marketing,
and operating Clinical Centers, as determined by DaVita Parties and 3SBio
Parties, respectively, at their sole and absolute discretion, the Parties shall
cause the ******** Centers and the JV Entities to enter into license agreements
with DaVita Parties or their Affiliate, and with the 3SBio Parties or their
Affiliate, for ******** Centers and the JV Entities to use DaVita’s and 3SBio’s
trademarks and service marks for branding, promotion and marketing purposes as
described in Section 1.1. E, above, and to comply with all of DaVita’s and
3SBio’s terms and conditions required under such license agreements. The Parties
also acknowledge that the Clinical Centers shall be co-branded, pursuant to
these license agreements.

Section 1.11. Joint Efforts to Implement
Cooperation. Each of the 3SBio Parties, DaVita Parties and ManageCo shall
act in good faith to implement the Cooperation as described in this Agreement,
including without limitation: 

	 	A. 	
      Assignment, transfer and migration to ******* of 3SBio’s
      business involving ******* in the ******** Territory, through assignment
      of existing agreements, or the contracting of new management agreements
      between ******* and such third parties (including arrangements and
      provisions for 3SBio to continue lawfully providing any services which
      ******* is not permitted to perform under PRC laws and regulations, or for
      which ******* does not yet hold the required Governmental Approvals, but
      which shall nonetheless be part of the Cooperation) as described in
      Sections 1.3 and 1.4;

	 	 	
       

	 	B. 	
      Contracting with ******* for management services related
      to ******** and ******** Centers as described in Sections 1.3, 1.4 and
      1.5;

	 	 	
       

	 	C. 	
      Contracting with ******* for ******** services in
      connection with the ******** as described in Section 1.7; and

	 	 	
       

	 	D. 	
      Completing all necessary Approval Processes (including
      but not limited to participation in social insurance reimbursement) in
      accordance with Section 1.8, for the transactions contemplated in this
      Agreement, including:




	 	(i) 	
      ******* to provide services to ******** and the ********
      Centers;

	 	 	 
	 	(ii) 	
      the ******* of the ******** Centers’ businesses to
      *******, or their ******** to JV Entities, or alternative arrangements as
      described in Section 1.5, and



- 9 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 	(iii) 	
      the ******** and ******* of ******** as described in
      Section 1.6.




	 	E. 	
      Appointing DaVita China’s nominees to the Governing
      Boards of the ******** Centers as described in Section
  1.9.



Nothing in this Section 1.11 shall be construed to limit,
however, the rights, duties and obligations of any of the Parties arising under
or in connection with this Agreement. 

Section 1.12. Parties to the Cooperation and
Various Agreements and Contracts. The Parties hereby acknowledge and agree
that in order to realize the Cooperation, they shall execute or cause their
respective Affiliates and other Persons acting on their behalf to execute
various agreements and contracts and take necessary actions to form, fund,
operate and manage the ******** Centers, Managed Centers, and JV Entities, and
to perform the ******** EPO Supply Agreement, all as set forth in this
Agreement. The various agreements and contracts to be entered into and actions
to be taken by the Parties and their respective Affiliates and Persons acting on
their behalf as part of the Cooperation, and the schedule for completing the
same, shall be as described herein, set forth in the Funding Plan, or otherwise
agreed by the Parties. As used in this Section 1.12, reference to “3SBio
Parties” or “DaVita Parties” with regard to the agreement of the Parties for
entering into and executing various agreements and contracts and actions for the
Cooperation, shall also mean such 3SBio and DaVita Affiliates and Persons acting
respectively on behalf of 3SBio and DaVita as agreed by the Parties. 

ARTICLE II 

CONSIDERATION AND OVERALL INVESTMENTS 

Section 2.1. Consideration to Sunshine. As
a part of the DaVita Total Investment Amount as described in Section 2.2. B(i),
below, DaVita China shall pay to Sunshine a one-time sum of ******* US Dollars
(US$*******). Such amount shall be payable in installments, in accordance with
the timeframes and milestones for the payment of such consideration set forth in
the Funding Plan, or as otherwise agreed by the Parties. The Parties acknowledge
that without limitation to any other rights and obligations set forth herein,
such payment is made as consideration for, among other things: 

	
  as a premium for seventy percent (70%) majority control of the JV
  Entities,
  

	
  transferring and assigning to the Cooperation all of the 3SBio Parties’
  existing clinical business, including all know-how, expertise, intellectual
  property and other intangible assets related to the dialysis services business,
and to the building, operation and management of Clinical Centers, 



- 10 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	
  giving up all rights to engage in the dialysis business in the ********
  Territory, except as provided in this Agreement, during the Term,
  

	
  permanently assigning and transferring key employees to ManageCo as
  described in Section 1.3.A,
  

	
  allowing DaVita Parties to name a majority of the members of each
  Governing Board pursuant to Section 1.9,
  

	
  agreeing to the non-compete obligation set forth in Section 3.1,
  

	
  agreeing to the non-solicitation obligation set forth in Section 3.3,
  

	
  providing a license for use of the 3SBio name and trademarks by Clinical
  Centers managed pursuant to a Management Service Contract,
  

	
  providing consulting services to ManageCo and the JV Clinical Companies
  for advice on locating and acquiring potential sites for new Clinical Centers,
  and
  

	
  contributing the ******** Centers and other Retained Assets and Retained
  Revenues to the Cooperation as set forth in Section 2.2.B(ii) 



Section 2.2. Total Investment; Ownership
Percentages; Form; Uses; Payment of Consideration. 

	 	A. 	
      Total Investment. The total amount of capital
      contributions and investments to be made by the JV Parties in respect of
      the Cooperation, consisting of the consideration to be paid to Sunshine as
      described in Section 2.1, the contributions to the registered capital of
      the JV Entities, and the build-out and operational costs of ********
      Centers, shall be Twenty Million US Dollars (US$20,000,000) (together, the
      “Total Investment”). The JV Parties shall allocate the Total
      Investment and make the investments at such times as set forth in the
      Funding Plan, or as otherwise agreed by the Parties. Unless specifically
      consented to in accordance with the terms hereof, in no event hereunder
      shall any of the Parties be required to contribute more than its share of
      the Total Investment.



- 11 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 	B. 	
      Amount and Form of
Investments.




	 	(i) 	
      DaVita China. In addition to the consideration to
      be paid to Sunshine pursuant to Section 2.1, DaVita China shall also
      invest******** US Dollars (US$********) of capital contribution, for a
      total investment amount of Fourteen Million US Dollars (US$14,000,000)
      (the “DaVita Total Investment Amount”). Such consideration and
      investment will be made according to the timelines and overall budget set
      forth in the Funding Plan, or as otherwise agreed by the Parties. Unless
      specifically consented to in writing in accordance with the terms hereof,
      in no event shall the DaVita Parties have any obligation to contribute
      more than the DaVita Total Investment Amount to the Cooperation.

	 	 	 
	 	(ii) 	
      Sunshine. Sunshine shall invest Six Million US
      Dollars (US$6,000,000) of capital contribution (the “3SBio Total
      Investment Amount”), pursuant to the Funding Plan. Such investments
      will be made according to the timelines and overall budget set forth in
      the Funding Plan, or as otherwise agreed by the Parties. Sunshine’s
      investments in ******** Centers and the support of the Managed Centers
      will be deemed a part of the 3SBio Total Investment, which shall be
      assessed consistently with the principles set out in the Funding Plan.
      Unless specifically consented to in writing in accordance with the terms
      hereof, in no event shall the 3SBio Parties have any obligation to invest
      more than the 3SBio Total Investment Amount to the
  Cooperation.




	 	(a) 	
      Those assets retained by Sunshine but deemed a part of
      the Cooperation, as specifically referenced in this Agreement or otherwise
      agreed in writing by the JV Parties, or as approved by ManageCo as part of
      the budget approval process, are referred to herein as the “Retained
      Assets.” The DaVita Parties shall be entitled to share 70% in all
      Economic Benefits derived from the Retained Assets as per the Fundamental
      Principle.

	 	 	 
	 	(b) 	
      The amount of revenues received directly by Sunshine on
      behalf of the Cooperation, as specifically referenced in this Agreement or
      otherwise agreed in writing by the JV Parties, or approved by ManageCo as
      part of the budget approval process, are referred to herein as the
      “Retained Revenues.” The DaVita Parties shall be entitled to share
      70% in all Retained Revenues as per the Fundamental
  Principle.



- 12 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



Section 2.3. Fundamental Principle. The
Parties hereby acknowledge and agree that the Cooperation described in
Sections 1.1.A., 1.1.B., and 1.1.C., or as otherwise
restructured by the Parties, shall at all times be based on the fundamental
principle that subject to the conditions of this Agreement, the DaVita Parties
shall be entitled to 70% of the Economic Benefits realized from the Cooperation,
and the 3SBio Parties shall be entitled to 30% of the Economic Benefits realized
from the Cooperation, pursuant to the Fundamental Principle described in Section
1.1. 

	 	A. 	
      The Parties shall endeavor to realize the Economic
      Benefits to be derived from the ******** Centers and the management
      contracts with the Managed Centers, and shall transfer, assign, or
      otherwise provide such Economic Benefits to ******** as described in this
      Agreement, to the extent permitted by applicable law.

	 	 	
       

	 	B. 	
      To the extent any such Economic Benefits are not provided
      to ******** or ********, Sunshine shall collect the same on behalf
      of********, and pay such collected amounts as directed by ******** from
      time to time, as ******** or ********, as described in the Funding
      Plan.

	 	 	
       

	 	C. 	
      In the event that by the end of the Term ******** Centers
      have ********become ******** by********, or been ******** to ******** or
      other similar********, Sunshine shall ******** these Clinical Centers and
      any other ******** at the end of the Term for a Fair Market Value, and
      ******** of such********or other ******** shall
      be********to****************



Section 2.4. Conditions Precedent to
Contribution of Registered Capital of JV Entities. Notwithstanding the
foregoing provisions of Article II, and except as required by the
applicable laws and regulations of the PRC, neither JV Party shall have any
obligation to make its respective contribution to the registered capital of any
JV Entity, whether or not such JV Entity will be formed specifically for the
purpose of this Agreement or by way of equity acquisition (and/or capital
increase), unless each of the following conditions has been fulfilled (or
otherwise waived by the Party making the investment): 

	 	A. 	
      Each Party’s representations and warranties in ARTICLE
      VI are true, valid and correct as of the date of such
    investment;

	 	 	 
	 	B. 	
      Each Party shall have executed and delivered all of the
      respective Relevant Agreements to which it is a party, pursuant to
      Section 4.1;



- 13 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 	C. 	
      Such JV Entity has secured all necessary Governmental
      Approvals, including to have received its business license with DaVita
      China as the 70% majority shareholder and Sunshine as the qualified 30%
      domestic shareholder;

	 	 	 
	 	D. 	
      The results of the FCPA Review on the respective ********
      Centers (and/or ********) and/or the other Party and its Affiliates are
      satisfactory to the reviewing Party.

	 	 	 
	 	E. 	
      For each respective JV Entity other than ManageCo, a
      Management Service Contract has been concluded between such JV Entity and
      ManageCo specifying the management and operational services that ManageCo
      will provide, as described in Section 1.1.B.

	 	 	 
	 	F. 	
      The results of the legal, financial, clinical and
      operational due diligence review of each respective ******** Center
      and******** are satisfactory to DaVita; and

	 	 	 
	 	G. 	
      There is no uncured Material Breach of this Agreement or
      of any of the Relevant Agreements.



Section 2.5. Additional Financing. In
order to comply with PRC laws and regulations for provision of the minimum
amount of total invested capital, each ********may borrow such additional funds
as it requires, and pledge its assets as security for such borrowing, subject to
approval of its Governing Board. Any such additional financing shall be arranged
solely as debt. As a general principle, and subject to approval of the Governing
Board of the ********, such borrowings may be secured to the extent necessary by
the assets of such ********y, without any requirement for a guaranty provided by
either JV Party or an Affiliate of a JV Party. 

ARTICLE III 

NON-COMPETITION AND NON-SOLICITATION 

Section 3.1. Non-Competition. For a period
of 10 years from the Effective Date, none of the 3SBio Parties on the one hand,
nor the DaVita Parties on the other, shall independently or as part of a joint
venture or other business arrangement engage, directly or indirectly, in the
business of owning, operating, managing, controlling, providing consulting
services to, or otherwise having any financial or other involvement with,
********in the ******** ********as set forth in this Agreement, without the
written consent of the other. For the avoidance of doubt, nothing in this Section 3.1 shall restrict ******** from entering into
******** for ******** in the ******** Territory.

- 14 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



Section 3.2. Exception for the Parties After
Total Contribution. After the Total Contribution has been made in full as
set forth in the Funding Plan, all future investments by the Parties in the
******** Territory in Clinical Centers or the management of Clinical Centers
(each, an “Additional Project”) shall be funded by cash contributions, pursuant
to the Fundamental Principle set forth in Section 2.3. In the event one
Party (a “Non-Participating Party”) does not wish to participate in an
Additional Project proposed by the other Party (the “Participating Party”),
however, after having had sixty (60) days to consider the Additional Project,
the Participating Party may then pursue such opportunity, notwithstanding
Section 3.1.

Section 3.3. Non-Solicitation.

	 	A. 	
      Neither the 3SBio Parties nor any of their Affiliates
      may, directly or indirectly, on their own behalf or on behalf of or in
      conjunction with any other Person, recruit, solicit, or induce, or attempt
      to recruit, solicit, or induce for employment or consultancy or other
      arrangement in PRC, or otherwise hire or so retain, an individual who is
      then, or within******** prior thereto was, an employee or consultant of
      any JV Entity or by the DaVita Parties or their Affiliates in connection
      with the Cooperation (an “Engaged Person”).

	 	 	 
	 	B. 	
      Any breach of this covenant by the 3SBio Parties or any
      of their Affiliates shall be also be deemed to constitute a
      misappropriation of the DaVita Parties’ Confidential Information as
      described under Section 4.5, below, and in the event of such a breach, the
      3SBio Parties shall pay to the DaVita Parties as liquidated damages an
      amount equal to One Million US Dollars (US$1,000,000) with respect to each
      such Engaged Person, without limitation to any other available
    remedy.

	 	 	 
	 	C. 	
      The Parties further agree that in the event of such a
      breach (i) the injury will be "uncertain" or "difficult to quantify"; (ii)
      the amount of the liquidated damages is reasonable and considers the
      actual or anticipated harm caused by the covenant breach, the difficulty
      of proving the loss, and the difficulty of finding another, adequate
      remedy; and (iii) the amount of liquidated damages set forth in Section
      3.3.B, above, is not a penalty.

	 	 	 
	 	D. 	
      The obligations under this Section 3.3 shall
      survive for a period of two (2) years from the expiration or earlier
      termination of this Agreement.



- 15 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



ARTICLE IV 

ADDITIONAL COVENANTS 

Section 4.1. Relevant Agreements, Further
Assurances, Reasonable Commercial Efforts. 

	 	A. 	
      The Parties agree to use Reasonable Commercial Efforts
      and negotiate in good faith to conclude the ********* Budget and the
      Relevant Agreements in accordance with the terms and conditions of this
      Agreement and the time frames as set forth in Exhibit G hereof.

	 	 	 
	 	B. 	
      Each Party will use Reasonable Commercial Efforts to
      take, or cause to be taken, all actions; to file, or caused to be filed,
      all documents; and to do, or cause to be done, all things necessary,
      proper or advisable, in order to consummate and make effective the
      transactions and actions contemplated hereby and as necessary under the
      Funding Plan, as promptly as practicable.

	 	 	 
	 	C. 	
      3SBio Parties shall cooperate with DaVita Parties in
      completing the legal and financial due diligence (including FCPA Review)
      on the ******** Centers as reasonably requested by DaVita
  Parties.

	 	 	 
	 	D. 	
      3SBio Parties shall cause the construction and operation
      of each 3SBio’s Clinical Center to fully comply with all relevant laws and
      regulations, and shall strictly follow the ********* Budget and the
      Funding Plan as jointly approved by the Parties.



Section 4.2. Cooperation in Receipt of
Government Approvals and Consents. Each Party shall cooperate with one
another in (i) determining whether any Governmental Approval or other action by
or in respect of, or filing with, any Governmental Entity is required, or any
actions, consents, approvals or waivers are required to be obtained from parties
to any material contracts, in each case, in connection with the consummation of
the transactions and actions contemplated hereby, and (ii) seeking any
Government Approval or other consents, approvals or waivers, taking any actions,
or making any filings, furnishing information required in connection therewith
and seeking promptly to obtain any consents, approvals or waivers. Each Party
shall permit the other Parties to review any communication given by it to, and
consult with each other in advance of any meeting or conference with, any
Governmental Entity or, in connection with any proceeding by a private party,
with any other Person, and to the extent permitted by the applicable
Governmental Entity or other Person, give the other Party the opportunity to
attend and participate in the meetings and conferences, in each case
in connection with the completion of the transactions. 

- 16 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



Section 4.3. Corporate Integrity. The
Parties shall develop and implement, and shall cause the JV Entities to develop
and implement, policies and procedures for: 

	 	A. 	
      addressing transactions or other situations that may be
      generally characterized as a “conflict of interest”; and

	 	 	 
	 	B. 	
      complying with applicable laws, rules and regulations
      relating to:




	 	(i) 	
      prohibitions on the use of any funds for unlawful
      contributions, gifts, entertainment or other unlawful expenses related to
      political activity;

	 	 	 
	 	(ii) 	
      prohibitions on the making or authorizing any direct or
      indirect unlawful payments of money or anything of value to government
      officials or others on behalf of or to advance the interest of the JV
      Entities, or involving the JV Entities’ funds or property;

	 	 	 
	 	(iii) 	
      prohibitions on the establishment or maintenance of any
      unlawful, unrecorded, or inaccurately recorded funds or
    transactions;

	 	 	 
	 	(iv) 	
      the Foreign Corrupt Practices Act of 1977, including
      anti-bribery and accounting provisions, and the anti-corruption laws of
      the PRC, as amended, and any rules or regulations promulgated
      thereunder;

	 	 	 
	 	(v) 	
      money laundering and any related or similar rules,
      regulations or guidelines;

	 	 	 
	 	(vi) 	
      trade sanctions; and

	 	 	 
	 	(vii) 	
      the receipt of any illegal discounts or rebates or any
      other violation of unfair competition laws.



Section 4.4. Public Announcements. The
Parties shall consult with each other before issuing any press release or making
any public statement with respect to this Agreement and the transactions
contemplated hereby and, except as may be required by applicable law or any
listing agreement with any national securities exchange, will not issue any such
press release or make any public statement prior to such consultation. 

- 17 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 	A. 	
      The Parties hereby acknowledge that each Party has
      received and will receive access to information, processes, formulas,
      methods of doing business and similar items in connection with this
      Agreement and otherwise which may be considered confidential, proprietary
      or trade secrets, including customer lists and information and supplier
      lists and information of the other Party (the “Confidential Information”).
      Each Party agrees to protect, and shall be responsible to ensure that its
      Affiliates and other Persons acting on their behalf so protect, the
      Confidential Information to the same extent it protects its or their own
      confidential and proprietary information. During the Term and thereafter,
      neither Party nor any of its respective Affiliates or Persons acting on
      their behalf will use or disclose the Confidential Information of the
      other Party for any purpose other than in connection with the business of
      the Cooperation or to the extent reasonably necessary to complete the
      transactions and actions contemplated hereby. Neither Party shall at any
      time, during or after the Term, use, directly or indirectly, the other
      Party’s Confidential Information in any way, including, without
      limitation, to compete with the other Party’s business involving Clinical
      Centers anywhere in PRC. The Confidential Information shall not be deemed
      to include any information that:




	 	(i) 	
      is or becomes public knowledge (other than as a result of
      disclosure prohibited by this subsection (A));

	 	 	 
	 	(ii) 	
      came lawfully into the possession of a Party, other than
      in connection with the transactions contemplated hereunder and without
      restriction on its subsequent disclosure or use by such Party;
or

	 	 	 
	 	(iii) 	
      was known prior to such disclosure hereunder free of any
      obligation to keep it confidential.




	 	B. 	
      No Party shall be deemed to have breached this Section
      4.5 in the event it is required to disclose any Confidential Information
      by law, regulation, securities exchange or association requirement or by a
      valid and effective subpoena issued by a court of competent jurisdiction
      (in which case the Party so required to disclose Confidential Information
      of the other Party shall give written notice to and consult with such
      other Party prior to any such disclosure and, if practicable, take
      reasonable efforts to assure that confidential treatment will be accorded
      to such disclosure).



- 18 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 	C. 	
      Each Party agrees that any breach of this Section 4.5
      will result in irreparable damage to the other Party for which such Party
      will have no adequate remedy at law and, therefore, if such a breach
      should occur, the breaching party consents to any temporary or permanent
      injunction or decree of specific performance by any court of competent
      jurisdiction in favor of enjoining any such breach, without prejudice to
      any other right or remedy to which the non-breaching party shall be
      entitled (and without requirement of any bond or similar security). Such
      remedies shall not be deemed to be the ******** remedies for a breach of
      this Section 4.5, but shall be in addition to all other remedies available
      in law and in equity.

	 	 	 
	 	D. 	
      Each Party agrees that in the case of the termination of
      this Agreement, each Party will promptly deliver to the other Party all
      Confidential Information of the other Party (and all copies and extracts
      thereof) furnished to it by or on behalf of the other Party pursuant
      hereto. In such event, all other information prepared by a Party using or
      otherwise relating to the Confidential Information of the other Party
      shall be destroyed, and no copy thereof shall be
  retained.



Section 4.6. Regulatory Change
Adjustments. If a Material Adverse Change occurs because any relevant
authority in the PRC adopts new laws, regulations, rules or policies, amends or
reinterprets existing laws, regulations, rules or policies, or alters its
treatment of the Parties or the JV Entities, the Parties shall promptly consult
with each other and use their best efforts to implement any adjustments
necessary to preserve the Economic Benefits of the Parties as originally
contemplated by this Agreement (“Regulatory Change Adjustments”). Without
limitation of the foregoing, if a Regulatory Change Adjustment requires that
either the 3SBio Parties or DaVita Parties must reduce their direct or indirect
equity, commercial or financial interest in any JV Entity, such Parties shall
have the right to transfer to a third party all or part of their equity
interests in accordance with Chinese law and regulation; provided, however, the
other party shall consent to such transfer and waive its pre-emptive right of
purchase.

Section 4.7. Cooperation with ManageCo.
3SBio Parties shall cause the ******** Centers to execute and abide by the terms
and conditions of the Management Service Contracts, and shall use best efforts
to ensure that the Management Service Contracts are not terminated by any
******** Center for any reason, unless mutually agreed in writing by the
Parties.

Section 4.8. Information Rights. 3SBio
Parties shall cause each ******** Centers and ******** (if applicable) to
provide to DaVita Parties and ManageCo information about its strategy,
operations and finances, including without limitation financial and other
reports and information. DaVita Parties and ManageCo shall have the right to
audit, inspect, examine and make copies of books of account of ******** Centers
and ******** (if applicable) and discuss the affairs of ******** Centers and
******** (if applicable) with their management, attorneys and accountants. If at any time any ******** Center and
******** (if applicable) incurs a material change (including but not limited to
a Material Adverse Change) in strategy, operations and/or financial condition,
it shall promptly inform DaVita Parties and ManageCo and provide DaVita Parties
and ManageCo with information in sufficient detail as they may request about
such change.

- 19 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



Section 4.9. No Corrupt Payments to Government
Officials or Any Other Parties. The Parties shall not pay, offer, promise or
authorize the payment; directly or indirectly, of monies or anything of value to
any Governmental Officials for the purpose of corruptly influencing any act or
decision of such official, causing such official to act or fail to act in
violation of his lawful duty, or causing the official to influence any act or
decision of any government authority, in order to obtain or retain business, or
direct business to any person, or for any other improper advantage.

Section 4.10. Transfer of Equity Interest in a
JV Entity. Unless otherwise provided herein, the JV Parties shall strictly
comply with the terms and conditions regarding the transfer of 3SBio’s equity
interests in any JV Entity, as set forth in Exhibit H hereof.

ARTICLE V 

TERM; TERMINATION 

Section 5.1 Term. This Agreement shall continue
in full force and effect upon execution hereof, and shall continue until the
later of (i) the tenth (10th) anniversary of this Agreement or (ii)
the date on which all of the JV Entities have ceased to operate, unless this
Agreement is earlier terminated in accordance with the provisions below (the
“Term”). For the avoidance of doubt, the term of the ******** EPO Supply
Agreement shall not exceed ten (10) years unless otherwise agreed by the Parties
in writing. 

Section 5.2 Termination. Any Party may terminate
this Agreement by giving written notice to the other Party if any of the
following circumstances arises or occurs, and the matter cannot be resolved
through good-faith discussion between the Parties:

	 	A. 	
      by mutual written agreement of the Parties;

	 	 	 
	 	B. 	
      the other Party is in bankruptcy or insolvency
      proceedings;



- 20 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 	C. 	
      the other Party has breached, or is reasonably believed
      upon credible evidence to have breached, the covenants set forth in
      Section 4.9 with respect to any Government Official in the
  PRC.



Section 5.3 Effect of Termination; Survival.

	 	A. 	
      Unless agreed otherwise, in the event of termination of
      this Agreement as provided herein, this Agreement shall forthwith become
      void and neither Party shall be obligated to continue to perform under
      this Agreement; provided, however, that (i) nothing herein shall relieve
      either Party from liability for any breach of this Agreement that occurred
      before such termination and (ii) the terms of Sections 3.3, 4.5, 4.6, 5.3,
      Article VII, and Article VIII (and any other provision of this Agreement
      that by its terms is intended to survive, collectively the “Surviving
      Provisions”) shall survive any such termination.

	 	 	 
	 	B. 	
      In the event any JV Entity has been established prior to
      the termination of this Agreement, the Parties may elect to continue such
      JV Entity; or if not, shall negotiate, upon the termination of this
      Agreement, in good faith to sell or otherwise dispose of their respective
      interests in such JV Entity in accordance with the relevant Charter
      Documents as well as relevant statutory provisions under PRC
  laws.

	 	 	 
	 	C. 	
      In the event this Agreement is terminated in accordance
      with Section 5.2.B. or 5.2.C. and DaVita China has already invested any
      money into any JV Entity, the non-Breaching JV Party or the JV Party not
      involved in a bankruptcy or insolvency proceeding shall have the option to
      (i) put its equity interest in such JV entity to the other JV Party for
      the Fair Market Value of such equity interests at the time the put option
      is exercised or (ii) call the other JV Party’s equity interest in such JV
      entity for the Fair Market Value of such equity interests at the time the
      call option is exercised. Following the exercise of a put or call option
      pursuant to this Section 5.3.C. and within thirty (30) days after the
      determination of the Fair Market Value of the selling Party’s equity
      interest in such JV Entity, the purchasing Party shall pay the selling
      Party in cash the Fair Market Value for the equity interests being sold
      and the selling Party shall transfer such equity interests to the
      purchasing Party. Each Party shall use best efforts to secure the
      necessary Government Approvals to consummate the transactions described in
      this paragraph.



- 21 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



ARTICLE VI 

REPRESENTATIONS AND WARRANTIES BY THE PARTIES


Section 6.1. Representations and Warranties by
DaVita Parties. The DaVita Parties represent and warrant to 3SBio that: 

	 	A. 	
      Organization. Each of the DaVita Parties is duly
      organized and validly existing under the laws of the place of its
      formation.

	 	 	 
	 	B. 	
      Authorization. Each of the DaVita Parties has full
      power and authority to execute and deliver this Agreement and to perform
      its obligations hereunder. This Agreement constitutes the valid and
      legally binding obligation of the DaVita Parties, enforceable against them
      in accordance with its terms. DaVita Parties are not required to give any
      notice to, make any filing with, or obtain any authorization, consent, or
      approval of any third party or any Governmental Entity in order to
      consummate the transactions and actions contemplated hereby except
      otherwise required by United Stated Securities Exchange Commission or any
      stock exchanges.

	 	 	 
	 	C. 	
      Noncontravention. Neither the execution and the
      delivery of this Agreement, nor the consummation of the transactions and
      actions contemplated hereby, will (i) violate any applicable law to which
      any DaVita Party is subject or any provision of its Charter Documents, or
      (ii) conflict with, result in a breach of, constitute a default under,
      result in the acceleration of, create in any party the right to
      accelerate, terminate, modify, or cancel, or require any notice under any
      agreement, contract, lease, license, instrument, or other arrangement to
      which any DaVita Party is a party or by which it is bound or to which any
      of its assets is subject.

	 	 	 
	 	D. 	
      Brokers’ Fees. DaVita Parties have no liability or
      obligation to pay any fees or commissions to any broker, finder, or agent
      with respect to the transactions and actions contemplated hereby for which
      the DaVita Parties could become liable or
obligated.



Section 6.2. Representations and Warranties by
3SBio Parties. 3SBio Parties represent and warrant to DaVita Parties
that:

	 	A. 	
      Organization. Each of the 3SBio Parties is duly
      organized and validly existing under the laws of the place of its
      respective formation.



- 22 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 	B. 	
      Authorization. Each of the 3SBio Parties has full
      power and authority to execute and deliver this Agreement and to perform
      its obligations hereunder. This Agreement constitutes the valid and
      legally binding obligation of the 3SBio Parties enforceable against them
      in accordance with its terms. 3SBio Parties are not required to give any
      notice to, make any filing with, or obtain any authorization, consent, or
      approval of any third party or any Governmental Entity in order to
      consummate the transactions and actions contemplated hereby except
      otherwise required by United Stated Securities Exchange Commission or any
      stock exchanges.

	 	 	
       

	 	C. 	
      Noncontravention. Neither the execution and the
      delivery of this Agreement, nor the consummation of the transactions and
      actions contemplated hereby, will (i) violate any applicable law to which
      any 3SBio Party is subject or any provision of its Charter Documents, or
      (ii) conflict with, result in a breach of, constitute a default under,
      result in the acceleration of, create in any party the right to
      accelerate, terminate, modify, or cancel, or require any notice under any
      agreement, contract, lease, license, instrument, or other arrangement to
      which any 3SBio Party is a party or by which it is bound or to which any
      of its assets is subject.

	 	 	
       

	 	D. 	
      Brokers’ Fees. 3SBio Parties have no liability or
      obligation to pay any fees or commissions to any broker, finder, or agent
      with respect to the transactions and actions contemplated hereby for which
      the 3SBio Parties could become liable or obligated.

	 	 	
       

	 	E. 	
      ******** Centers. Sunshine is the registered sole
      owner or sponsor of each ******** Center and has full power and discretion
      and exclusive and final authority with respect to the management of the
      affairs of each ******** Center. Operations of the ******** Centers comply
      with PRC laws and regulations and the assets of the ******** Centers have
      been lawfully obtained and are in good operational conditions, suitable
      for the purposes for which it is being used and currently planned to be
      used by the ******** Centers. The existing management contracts between
      Sunshine and the Managed Centers comply with the applicable laws, and have
      been duly performed by the relevant parties. The valuation of ********
      Centers and the Economic Benefits under the existing management contracts
      with ******** as set forth in Exhibit D is based on the costs incurred,
      consistent with US generally accepted accounting principles, and unless
      otherwise specifically disclosed to the DaVita Parties in writing herein,
      such assets are free from any claims, liabilities, assessments or other
      encumbrances.



- 23 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



Section 6.3. Compliance Representations and
Warranties. 3SBio Parties represent and warrant, on behalf of themselves,
their Affiliates, and the ******** Centers, to the DaVita Parties; and DaVita
Parties represent and warrant to 3SBio Parties, that: 

	 	A. 	
      No Corrupt Payments to Government Officials or Any
      Other Parties. The Parties have not paid, offered, promised, or
      authorized the payment, directly or indirectly, of monies or anything of
      value to any Governmental Officials for the purpose of corruptly
      influencing any act or decision of such official, causing such official to
      act or fail to act in violation of his lawful duty, or causing the
      official to influence any act or decision of any government authority, in
      order to obtain or retain business, or direct business to any person, or
      for any other improper advantage; and covenant they shall not do any of
      the foregoing at any time during the Term.

	 	 	 
	 	B. 	
      No Violation of Statute or Regulation. No Clinical
      Centers owned by 3SBio Parties or their Affiliates have ever been charged
      or, according to 3SBio Parties’ knowledge, investigated or implicated in
      any violation of any governmental statute or regulation involving false,
      fraudulent or abusive practices relating to its permits, licenses, or
      participation in government-sponsored reimbursement programs, including
      false or fraudulent billing practices. All financial transactions
      associated with the Clinical Centers and these transactions have been
      properly and accurately recorded in reasonable detail that fairly
      describes the transactions.

	 	 	 
	 	C. 	
      Internal Accounting Controls. The Parties maintain
      a system of internal accounting controls sufficient to provide reasonable
      assurance that (i) transactions are executed consistent with management’s
      authorizations, (ii) transactions are recorded as necessary to permit
      preparation of financial statements in accordance with applicable
      accounting standards and to maintain accountability for assets, (iii) the
      parties track and monitor their assets and liabilities and those of their
      subsidiaries, and (iv) the recorded accountability for assets and
      liabilities is compared with existing assets and known and expected
      liabilities at reasonable intervals, and appropriate action is taken with
      respect to any differences.



ARTICLE VII 

BREACH, LIABILITIES, AND INDEMNITY FOR BREACH


Section 7.1. Breach. If a Party fails to
materially perform any of its covenants or obligations under this Agreement or
any of the annexes hereof, or if any representation or warranty of that Party under this Agreement or in any of the Relevant Agreements
is materially untrue or inaccurate as of the date hereof, the date of such
Relevant Agreement, or the date of establishment of any JV Entity (a
“Material Breach”), then that Party (“Breaching Party”) has
breached this Agreement. In such case, the performing party may give the
Breaching Party written notice that the Breaching Party has breached this
Agreement and that, pursuant to Section 2.4. , no further capital contributions
will be made until such Material Breach has been cured to the performing party’s
satisfaction.

- 24 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



Section 7.2. Liability in Case of Breach.
In the event of a breach of this Agreement, the Breaching Party shall be liable
to the performing Party for direct (but not consequential) damages incurred as a
result of such Breaching Party's breach of this Agreement. The rights provided
for in this Section 7.2 shall be in addition to any other remedies
available to the performing Party. The termination of this Agreement shall not
relieve any Party from any obligations accrued up to the effective date of such
termination, including any right by the non-Breaching Party to exercise a put or
call option, or relieve the Breaching Party from liability for damages to the
performing Party for breach of this Agreement. 

Section 7.3. Limitation of Damages. In no
event shall a Party hereto be liable for special, incidental, consequential or
punitive damages arising out of this Agreement or the exercise of its rights
under this Agreement, including lost profits arising from or relating to any
breach of this Agreement, regardless of any notice of such damages. Nothing in
this Section 7.3 shall be deemed to limit the right of a performing Party
to recover any or all losses incurred or suffered by it relating to or arising
out of or in connection with fraud or intentional misrepresentation by the
Breaching Party. 

Section 7.4. Mutual Indemnity. Each Party
shall indemnify and hold the other harmless for any losses, claims, damages,
awards, penalties, or injuries incurred by any third party, including reasonable
attorney's fees, which arise from any alleged breach of such indemnifying
Party's representations and warranties made under this Agreement, provided that
the indemnifying Party is promptly notified of any such claims. The indemnifying
Party shall have the sole right to defend such claims at its own expense,
subject to the other Party’s approval of legal counsel, which shall not be
unreasonably withheld. The other Party shall provide, at the indemnifying
Party's expense, such assistance in investigating and defending such claims as
the indemnifying Party may reasonably request. This indemnity shall survive the
termination of this Agreement. 

Section 7.5. Cross-Default. A breach by a
Party, its Affiliate or related Persons acting on their behalf of any Relevant
Agreements shall be deemed to be a breach of this Agreement by such Party.

- 25 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



ARTICLE VIII 

MISCELLANEOUS 

Section 8.1. This Agreement not to Constitute
a Partnership. Each of the Parties to this Agreement is acting for its own
account in entering into this Agreement and performing the obligations set forth
herein, and none of the DaVita Parties on the one hand, nor the 3SBio Parties on
the other, shall have any authority to bind the other in any manner.

Section 8.2. Assignment. Neither Party
shall assign or transfer or purport to assign or transfer any of its rights or
obligations hereunder or under any Relevant Agreement without the prior written
consent of the other Party unless otherwise specified herein. The preceding
sentence shall not preclude assignment or transfer to an Affiliate of a Party,
provided that the assigning Party shall remain liable for the performance by
such Affiliate of all obligations hereunder or thereunder. 

Section 8.3. Governing Law; Waiver of Jury
Trial. 

	 	A. 	
      This Agreement shall be governed by, and construed in
      accordance with, the laws of the State of New York, without regard to the
      principles of conflict of laws of the State of New York or any other
      jurisdiction. For clarity, nothing in this Section 8.3 shall
      obviate any requirement that any JV Entity comply with the substantive
      laws of PRC except to the extent such law permits any provisions thereof
      to be waived or the application thereof to be modified by agreement of the
      Parties or by amendment of their Charter Documents.

	 	 	 
	 	B. 	
      EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL
      BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
      AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



Section 8.4. Arbitration.

	 	A. 	
      Any dispute, controversy or claim arising out of or
      related to this Agreement or the transactions contemplated hereby
      (including the obligation to arbitrate disputes), shall be resolved by
      arbitration administered by the Hong Kong International Arbitration Centre
      (“HKIAC”) in accordance with the Hong Kong International Arbitration
      Centre Administered Arbitration Rules effective at the submission of the
      Arbitration Notice (“HKIAC Rules”).



- 26 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 	B. 	
      The seat or legal place of arbitration shall be the Hong
      Kong Special Administrative Region of the PRC. Such arbitration shall be
      conducted in the English language (or if the Parties specifically agree in
      writing, both in the English and Chinese languages.)

	 	 	 
	 	C. 	
      The arbitral tribunal shall be composed of three
      impartial and independent arbitrators: one selected by the claimant(s),
      one selected by the respondent(s) and the third selected by the other two
      party-selected arbitrators, or, if the other two party-selected
      arbitrators are unable to agree within twenty (20) days, by HKIAC, with
      such third arbitrator being the presiding arbitrator. The arbitral
      tribunal may, in addition to any other powers conferred by the HKIAC
      Rules: (i) enjoin a Party from performing any act prohibited, or compel a
      party to perform any act required, by the terms of this Agreement; (ii)
      where, and only where, a violation of this Agreement has been found,
      shorten or lengthen any time period established by this Agreement; and
      (iii) order such other legal or equitable relief as the arbitral tribunal
      deems appropriate. The arbitral tribunal shall not be empowered to award,
      and the Parties to hereby waive the right to claim, consequential or
      punitive damages, unless otherwise provided herein. The arbitrators shall
      render findings of fact and conclusions of law in a written award setting
      forth the basis and reasons for any decision rendered.

	 	 	 
	 	D. 	
      All awards and decisions of the arbitral tribunal shall
      be final and binding on the parties to such arbitration, their Affiliates
      and the JV Entities and may not be appealed. Judgment on the award
      rendered by the arbitrator(s) may be entered in any court having
      jurisdiction thereof. In connection with any arbitration hereunder or the
      enforcement of any award rendered pursuant thereto, the Parties hereby
      waive all defenses based on the general invalidity or unenforceability of
      this Agreement or this Section 8.4.

	 	 	 
	 	E. 	
      The arbitration proceeding shall be confidential and the
      arbitral tribunal may issue appropriate protective orders to safeguard the
      Parties’ confidential information. Except as required by law, no Party
      shall make (or instruct any arbitrator to make) any public announcement
      with respect to the proceedings or decision of the arbitral tribunal
      without the prior written consent of the other Parties. The existence of
      any dispute submitted to arbitration, any evidence submitted, and the
      award of the arbitral tribunal, shall be kept in confidence by the Parties
      and the arbitrators, except as required in connection with the enforcement
      of such award or as otherwise required by applicable
law.



- 27 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 	F. 	
      The provisions of this Section 8.4 shall not preclude
      either Party from seeking a temporary restraining order, or other interim
      or injunctive relief, from any court of competent jurisdiction, pending
      the resolution of the arbitration proceedings.



Section 8.5. Amendment. This Agreement may
not be amended except by an instrument in writing signed on behalf of the
Parties by their authorized representatives. 

Section 8.6. Extension; Waiver. At any
time prior to the execution and delivery of the Relevant Agreements, either
Party hereto, may, to the extent legally allowed, (a) extend the time for the
performance of any of the obligations or other acts of the other Parties hereto,
(b) waive any inaccuracies in the representations and warranties made to such
Party contained herein or in any document delivered pursuant hereto and (c)
waive compliance with any of the agreements or conditions for the benefit of
such Party contained herein. Any agreement on the part of a Party hereto to any
such extension or waiver shall be valid only if set forth in an instrument in
writing signed by an authorized representative on behalf of such Party. 

Section 8.7. Notices. All notices, claims,
requests, demands, and other communications hereunder will be in writing and
will be duly given if: (a) personally delivered or (b) sent by Federal Express
or other reputable overnight courier (for next business day delivery), shipping
prepaid, to the following addresses (or such other address as may be notified in
accordance with this Section 8.7). Notice shall be deemed effective upon
receipt. In addition, the Parties shall use Reasonable Commercial Efforts to
also provide courtesy copies of such notices via email: 

	 	(a) 	if to 3SBio Parties: 	With a copy to: 
	 	  	  	  
	 	  	No.3 A1, Road 10 	Bo Tan, CFO 
	 	  	Shenyang Development Zone 	Email: ******** 
	 	  	Suite 200 	  
	 	  	Shenyang, PRC 	  
	 	  	Attention: Dr. Jing Lou 	  
	 	  	E-mail: ******** 	  
	 	(b) 	if to DaVita Parties: 	With a copy to: 
	 	  	  	  
	 	  	DaVita Inc. 	Dennis L. Kogod, COO 
	 	  	601 Hawaii Street 	E-mail:**************** 
	 	  	El Segundo, CA 90245 	  
	 	  	Attention: General Counsel 	Atul Mathur, President, Asia-Pacific 
	 	  	Kim M. Rivera, Esq. 	E-mail: **************** 
	 	  	E-mail: **************** 	  


- 28 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



Section 8.8. Headings. The section
headings contained in this Agreement are solely for the purpose of reference,
are not part of the agreement of the parties and shall not affect in any way the
meaning of interpretation of this Agreement. 

Section 8.9. Severability. The invalidity
or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provisions of this Agreement, which
shall remain in full force and effect. In the event that any portion of this
Agreement shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its being extended over too great a period of time or
too large a geographic area or over too great a range of activities, it shall be
interpreted to extend only over the maximum period of time, geographic area, or
range of activities as to which it may be enforceable. Each of the covenants
herein shall be deemed a separate and severable covenant. It is the desire and
intent of the Parties that the provisions of this Agreement shall be enforced to
the fullest extent permissible under the laws and public policies applied in
each jurisdiction in which such enforcement is sought. Accordingly, a court of
competent jurisdiction is directed to modify any provision to the extent
necessary to render such provision enforceable. 

Section 8.10. Binding Nature. This
Agreement shall be binding upon and inure solely to the benefit of each Party
hereto, and, nothing in this Agreement, express or implied, is intended to
confer upon any other Person any rights or remedies of any nature whatsoever by
reason of this Agreement.

Section 8.11. Entire Agreement; Successors and
Assigns. This Agreement embodies the entire agreement and understanding of
the Parties in respect of the subject matter contained herein or therein. There
are no agreements, representations, warranties or covenants other than those
expressly set forth or referred to herein or therein. This Agreement supersedes
all prior agreements and understandings between the parties with respect to such
subject matter. This Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by the parties and their respective permitted
successors and assigns. 

Section 8.12. Relevant Agreements. The
Relevant Agreements shall each set forth the specific rights and obligations of
the Parties concerning the respective transactions comprising the Cooperation.
The Parties acknowledge and agree that (i) as to each such transaction, none of
the Parties shall have any legal obligations with respect thereto unless and
until the Relevant Agreements with respect to such transaction have been duly
executed; and (ii) the intentions of the Parties as set forth in this Master
Agreement shall apply to the interpretation of the Relevant Agreements;
provided, however that in the event of any inconsistency between
this Master Agreement and any of the Relevant Agreements, the specific terms and
conditions of the Relevant Agreements shall be controlling.

- 29 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



Section 8.13. Counterparts. This Agreement
may be executed in counterparts each of which shall constitute a duplicate
original of the same instrument. 

- 30 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



IN WITNESS WHEREOF the Parties have entered into this Agreement
the day and year first above written. 

	DAVITA CARE PTE. LTD. 	3SBIO, INC. 
	  	 
	By: _________________________	By: _________________________
	Name: 	Name: 
	Title: 	Title: 
	  	 
	DAVITA CHINA PTE. LTD. 	LIAONING SUNSHINE SCIENCE AND
  
	  	TECHNOLOGY DEVELOPMENT CO. 
	  	LTD. 
	  	 
	By: _________________________	By: _________________________
	Name: 	Name: 
	Title: 	Title: 


- 31 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



ANNEX A 

DEFINITIONS 

In addition to the capitalized terms defined in this Agreement
(including the Preamble and Recitals), the following terms as used in this
Agreement shall have the meanings below:

“3SBio” has the meaning given in the Preamble. 

“******** Centers” has the meaning given in Section
1.5. 

“3SBio Parties” has the meaning given in the Preamble.


“3SBio Total Investment Amount” has the meaning given in
Section 2.2.B(ii). 

“Additional Project” has the meaning given in Section
3.2. 

“Affiliate” means, with respect to any Person or group
of Persons, a Person that directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with such
Person or group of Persons. 

“Agreement” has the meaning given in the Preamble. 

“Approval Processes” has the meaning given in Section
1.6. 

“Breaching Party” has the meaning given in Section
7.1. 

“Charter Documents” shall mean articles of association,
joint venture agreement or similar agreement (if applicable), or other
comparable organizational documents for a JV Entity or a Party. 

“Clinical Centers” means renal treatment centers,
including stand alone or hospital units, that provide, among other things,
dialysis and renal care services and/or related services such as hemodialysis,
acute dialysis, aphaeresis services, peritoneal dialysis of any type, staff
assisted hemodialysis, dialysis related laboratory and pharmacy services,
vascular access related services, the provision of home dialysis services and
supplies, the administration of dialysis-related pharmaceuticals (including,
without limitation, EPO), Aranesp, iron supplements, vitamin D supplements, or
other products related to the treatment of anemia and secondary
hyperparathyroidism) to ESRD patients or to patients treated in an acute care
hospital due to temporary kidney failure, and/or any other service or treatment
for persons diagnosed as having ESRD, including any dialysis or renal care
service provided in a hospital, and medical services for ancillary conditions such as diabetes, hypertension and
other illnesses related, directly or indirectly, to renal failure. 

- 32 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



“Confidential Information” has the meaning given in
Section 4.5.A. 

“Cooperation” has the meaning given in the Recitals.


“DaVita” has the meaning given in the Preamble. 

“DaVita China” has the meaning given in the Preamble.


“DaVita Parties” has the meaning given in the Preamble.


“DaVita Total Investment Amount” has the meaning given
in Section 2.2.B(i). 

“******** Budget” means the detailed budget for
*******of the ******** Centers prepared by 3SBio in the format reasonably
required by DaVita and to be delivered to and approved by DaVita as set forth in
this Agreement. 

“Economic Benefits” means all Economic Benefits actually
received, or potentially to be derived, from ownership, development, control, or
operation of any of the activities comprising the Cooperation as described in
this Agreement, including the ******** Centers, the ********, the services
provided to the Managed Centers and any other third-party Clinical Centers, and
such other business or endeavors as the Parties may agree to include within the
scope of the Cooperation. 

“Effective Date” has the meaning given in the Preamble.
“Engaged Person” has the meaning given in Section 3.3.A.
“EPO” has the meaning given in the Recitals. 

“******** EPO Supply Agreement” has the meaning given in
Section 1.1.E. 

“******** Territory” has the meaning given in the
Recitals. 

“Fair Market Value” shall be determined as follows: (i)
the Parties shall each select a reputable appraiser to determine the Fair Market
Value of the JV Entity; (ii) if (a) the difference between the value of each
Party’s appraisal is less than or equal to ten percent (10%) of the higher of
the two appraisals, Fair Market Value shall equal the aggregate of the two
appraisals divided by two; or (b) the difference between the two appraisals is
more than ten percent (10%) of the higher of the two appraisals, then, within twenty (20)
days of the completion of both appraisals, each Party’s appraiser will jointly
select a third appraiser for the purpose of making a final determination of Fair
Market Value, which determination shall be completed within a period of sixty
(60) days of the appointment of such appraiser and shall be binding.
Notwithstanding the foregoing, for the purposes hereof the Fair Market Value of
an equity interest being sold hereunder may not be less than the capital
contributions made by the selling Party with respect to such equity
interest.

- 33 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



“FCPA Review” means assessment of internal policies and
procedures and any interviews and data review required by DaVita or 3SBio for
conducting anti-corruption due diligence. 

“Fundamental Principle” has the meaning given in Section
1.1. 

“Funding Plan” means the Funding Plan attached as
Exhibit E, as amended and revised by the Parties from time to time.

“Governing Board” has the meaning given in Section
1.9. 

“Governmental Entity” means any (A) nation, region,
state, commonwealth, province, territory, county, municipality, village,
district or other jurisdiction of any nature; (B) federal, state, local,
municipal, foreign or other government; (C) department, agency or
instrumentality of a government; (D) state-owned, state-controlled, or
state-operated entity or enterprise, including but not limited to any government
hospitals or academic institutions; (E) governmental or quasi-governmental
authority of any nature (including any governmental agency, branch, department,
division, commission, organization, unit, or body and any court or other
tribunal), (F) body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory or taxing authority or
power of any nature. 

“Government Approvals” has the meaning given in
Section 1.8. 

“Government Official” means a Person who works for or is
affiliated with an Governmental Entity. 

“HKIAC” has the meaning given in Section 8.4.A.


“HKAIC Rules” has the meaning given in Section
8.4.A. 

“JV Clinic Companies” has the meaning given in
Section 1.1.B. 

“JV Entities” has the meaning given in Section
1.1.B. 

- 34 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



“JV Parties” has the meaning given in the Preamble 

“ManageCo” has the meaning given in Section
1.1.A. 

“Managed Centers” has the meaning given in Section
1.4. 

“Management Service Contract” has the meaning given in
Section 1.5. 

“Material Breach” has the meaning given in Section
7.1. 

“New Centers” has the meaning given in Section
1.7. 

“Non-Participating Party” has the meaning given in
Section 3.2. 

“Person” means an individual, a partnership, a company,
an association, a limited liability company, a joint stock company, a trust, a
joint venture, an unincorporated organization, or any other entity (including,
without limitation, any Governmental Entity or any department, agency, or
political subdivision thereof). 

“PRC” means the People’s Republic of China exclusive of
Taiwan, Hong Kong and Macau. 

“Reasonable Commercial Efforts” means the efforts that a
reasonable and prudent person, familiar with the relevant business circumstances
and exercising commercially reasonable judgment. who desires to achieve a
particular result, would use under such circumstances in order to achieve the
desired result as expeditiously as reasonably possible.

“Regulatory Change Adjustments” has the meaning given in
Section 4.6. 

“Relevant Agreements” shall mean the following
agreements: 

	 	(i) 	
      JV Contract and Articles of Associations to set up
      ManageCo;

	 	 	 
	 	(ii) 	
      JV Contract and Articles of Associations to set up the JV
      Clinical Companies (including Share Acquisition and Capital Increase
      Agreement if applicable);

	 	 	 
	 	(iii) 	
      JV Management Agreements between ManageCo and ********of
      the ******** Centers, ******** of ********, and each of the JV Clinic
      Companies;



- 35 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 	(iv) 	
      ******** EPO Supply Agreement;

	 	 	 
	 	(v) 	
      License Agreements with DaVita and 3SBio;

	 	 	 
	 	(vi) 	
      Third Party Management Service Agreements (if any);
      and

	 	 	 
	 	(vii) 	
      Other agreements or documents necessary to consummate the
      Cooperation hereunder.



“Retained Assets” has the meaning given in Section
2.2.B(ii)(a). 

“Retained Revenues” has the meaning given in Section
2.2.B(ii)(b). 

“Sunshine” has the meaning given in the Preamble. 

“Surviving Provisions” has the meaning given in
Section 5.3.A. 

“Term” has he meaning given in Section 5.1. 

“Total Investment” has the meaning given in Section
2.2.A. 

- 36 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



EXHIBIT A 

Deal Chart 



1. 3SBio Centers 1-4 refer to ******** Centers, i.e.,
********Center, ******** Center, ******** Center and ******** Center (as defined
in Section 1.5) . 

- 37 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



2. The above deal chart may be reviewed and updated by
the Parties from time to time in accordance with various options as explored by
ManageCo pursuant to the Funding Plan.

3. The proposed shareholding in each JV Entity will be
subject to government approvals. Notwithstanding the percentage of actual
shareholding in each entity, however, the overall sharing of Economic Benefits
shall be consistent with the Fundamental Principle. 

- 38 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



EXHIBIT B 

[Intentionally Omitted] 

- 39 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



EXHIBIT C 

Terms for ******** EPO Supply Agreement 

As a part of the Master Agreement, the Parties agree to enter
into an ******** EPO Supply Agreement for 3SBio to supply EPO to DaVita in PRC.
For purposes of this exhibit, the term ‘DaVita” includes its affiliates and
joint ventures, and the term “3SBio” includes its affiliates and joint ventures.
Notwithstanding any provision of the Agreement, nothing in this Agreement or
this Exhibit C shall be interpreted to legally bind either Party to enter into
the ******** EPO Supply Agreement or the following terms unless and until (1)
the definitive ******** EPO Supply Agreement is negotiated and fully executed by
the Parties; (2) ManageCo is duly licensed, established and operational; and (3)
each ******** Center located in ********, ********, ******** and ********has
executed a definitive Management Service Contract with ManageCo. Subject to the
foregoing, the ******** EPO Supply Agreement shall include the following terms
and conditions as well as other terms and conditions agreed on by the
Parties:

	 	1. 	
      EPO pricing shall be on ********basis. ******** shall be
      3SBio’s agreement that, in any Province, 3SBio will not sell EPO at a
      price (net of rebates) to another service provider ******** the price
      charged to DaVita in that Province. In addition, DaVita will be entitled
      to a******** for********, to be negotiated, starting at********%. DaVita
      and 3SBio will agree on an independent audit process to ensure
      implementation of this understanding.

	 	 	
       

	 	2. 	
      DaVita has no obligation to source EPO from 3SBio in
      Provinces or any locations where 3SBio is not approved and licensed by
      Government Entities to supply EPO to DaVita.

	 	 	
       

	 	3. 	
      3SBio will make all reasonable efforts to supply EPO to
      DaVita as per the  ******** EPO Supply Agreement. In the event
      of ******** supply disruption by 3SBio, DaVita may purchase EPO from other
      supplier(s) in PRC as DaVita deems necessary in its ******** to meet its
      needs during the supply disruption. If ********supply disruption persists
      for more than ******** days and results in ******** to DaVita, then 3SBio
      shall either ******** the ********, or ******** DaVita for ******** to
      maintain exclusivity, provided such ********are supported by******** from
      DaVita. If ******** supply disruption persists for more than ********
      days, DaVita may terminate ******** under this ******** EPO Supply
      Agreement.

	 	 	
       

	 	4. 	
      ********understands and agrees that **************** may
      ******** into********n PRC. These ******** or parties with whom DaVita
      enters into ********may be subject to then ******** for the ********
      of EPO to the******** or ******** ********(s) with ******** other than
      ********. In such event(s), **************** will make reasonable
      commercial efforts to ******** the then existing ******** unless there is
      a ******** associated with ******** . In the event the then existing
      ******** with the ********or ******** ********(s) have a********, ********
      shall have the option to request **************** to take reasonable
      commercial efforts to********such ********, provided that ******** agrees
      to******** the ******** or ******** ********(s) for the ********of
      all********and offers to********in the ******** to the ******** or
      DaVita’s partner(s) at ******** of (1) the then existing EPO price of the
      ******** with the ******** or ******** ********(s), or (2) ********
      pricing as per the EPO Supply Agreement as set forth in this Exhibit C. 



- 40 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
	 	5. 	
      In the event that ******** directly or indirectly more
      than a ********in a Clinical Center ******** within ******** of
      any****************Center (including any Clinical Centers in
      which**************** participates as a ******** as described above),
      **************** shall have the ********to ******** from a ********
      than********for that **************** Center.

	 	 	
	 	6. 	
      For the purpose of the EPO Supply Agreement, “********
      Competitor” means either: (1) an ******** of a ********enterprise with
      an******** for sale in either the ******** or ********, or (2) an
      enterprise that meets all the following criteria: (i) is proven to be
      ********in ******** of the ******** in********; (ii) has ******** more
      than ******** for ******** in ******** for the past ********; and (iii)
      meets **************** and ******** standards. ********will ******** or
      ******** any ******** written ******** received by **************** from a
      ******** Competitor within 90 days of ****************receiving such
      ******** (except for any ********). In the case that 3SBio does not
      consider matching the ******** (except for any ********), ****************
      will have the option to consider ******** from that ********.

	 	 	
	 	7. 	
      **************** is committed to ******** from ********,
      unless constrained by the ******** of a******** or other “decision maker”
      to ********a ******** from any ********, or ******** becomes unable to
      ******** the********or ******** of ********8. ******** must maintain
      ******** in order to keep the ******** described above. This includes, but
      is not limited to, product recalls for ********or failure to
      maintain******** current ********.



- 41 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



	 	 	
       
	 	9. 	
      The term for the ******** EPO Supply Agreement will be 10
      years, renewable upon mutual agreement.

	 	 	 
	 	10. 	
      Unless otherwise agreed in writing by the Parties, the
      ******** EPO Supply Agreement will be subject to mutual review of********
      in the event of any of the following within 3 years of execution of the
      Master Agreement: (a) any of the ******** Centers named in Exhibit D does
      not receive business licenses from Government Entities as contemplated by
      the Master Agreement; and (b) Any of the ******** Centers named in Exhibit
      D is not approved for Social Reimbursement by the appropriate Government
      Entities.

	 	 	 
	 	11. 	
      ******* agrees to indemnify and hold harmless ********
      against any claim(s) that the ******* provided to ******* under the EPO
      Supply Agreement violates Chinese laws and regulations.

	 	 	 
	 	12. 	
      If 3SBio obtains government approval for sale of its EPO
      in countries or regions other than the PRC, then the Parties shall discuss
      in good faith whether to establish a cooperative relationship with respect
      to the use of 3SBio’s EPO in DaVita Clinical Centers located in such
      countries or regions.

	 	 	 
	 	13. 	
      Typical representations and warranties and other legal
      provisions for an agreement of its type to be mutually agreed upon by the
      Parties.



- 42 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



EXHIBIT D 

List of Management Contract Centers and ******** Centers.



	Management Contract Centers 	 
    	 
    	 
    	 
    	 
    
	Name (English) 	Name (Chinese) 	Location 	Assets value (receivables) as of
      12/31/2011 (RMB'000) 	Remaining Development Costs 	License obtained 	Nature of the entity 
	******* Center 	******* 	******* Liaoning Province 	******* 	N/A 	Dialysis services 	******* 
	*******Center 	******* 	*******, Liaoning Province 	******* 	N/A 	Dialysis services 	******* 
	******* Center 	******* 	*******, Liaoning Province 	******* 	N/A 	Dialysis services 	******* 
	******* Center 	******* 	*******, Liaoning Province 	******* 	N/A 	Dialysis services 	******* 
	*******Center 	******* 	*******, Liaoning Province 	******* 	N/A 	Dialysis services 	******* 
	TOTAL: 	 
    	 
    	 
           ******* 	 
               N/A 	 
    	 
    
	******** Centers 	 
    	 
    	 
    	 
    	 
    
	Name (English) 	Name (Chinese) 	Location 	Assets value as of December
      31 2011(RMB'000) 	Remaining ********
      Costs(RMB’0 00) 	License obtained 	Nature of the entity 
	*******Center 	******* 	******* Liaoning Province 	******* 	******* 	Dialysis services 	******* 
	******* Center 	******* 	*******, Liaoning Province 	******* 	******* 	Dialysis services 	******* 
	******* Center 	******* 	*******, Liaoning Province 	******* 	******* 	Dialysis services 	******* 



- 43 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.








	******* Center 	******* 	********, Jilin Province 	******* 	******* 	Medical services 	For profit 
	TOTAL: 			******* 	******* 		
	
      ***The assets value represents the actual value as of Dec
      31 2011. The actual assets value is lower than the projected value because
      the second batch payment of RMB2 million for the acquisition of Yingkou
      hospital will be made in 2012 instead of Dec 2011.





- 44 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



Exhibit D-1 

List of Assets Associated with US$****M ******** Budget
for ******** Centers 


	******** Centers 	 
    	 
    	 
    
	Name(English) 	Stations 	Equipment (RMB ‘000) 	Other Assets (RMB ‘000) 	TOTAL 
	******* Center 	20
    	******* 	******* 	******* 
	******* Center 	20
    	******* 	******* 	******* 
	******* Center 	20
    	******* 	******* 	******* 
	******* Center 	70 	******* 	******* 	******* 



Equipment includes (but is not limited to) dialysis machines,
blood filtration machines, water treatment machines, ECG, beds/chairs, computer
systems, laboratory equipment, pharmacy equipment, etc. 

- 45 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



EXHIBIT E 

Funding Plan

(all amounts in US$1,000) 

	I. 	
      Deployment of Investments from 3SBio and
    DaVita



Unless otherwise agreed by the Parties in accordance with the
finalized structure of the Cooperation, the Total Investment described in
Section 2.2 shall be invested as follows: 


	  	Items 	3SB 	DaVita 	Contributed 
	1. 	Consideration to be paid to Sunshine by Davita
      China, per Section 2.1. 	N/A 	****** * 	
      Paid in installments as described below. 

      a. Installment payment of ******* to be paid when all the
      following are complete: 

      (i) ManageCo is approved. 

      (ii) DaVita nominees appointed to Governing Board of ******** Centers,
      and 

      (iii) each ******** Center has executed a Management Services Contract
      with ManageCo. 

      b. Remaining balance of ******* to be paid in installments
      of******* each, upon the Government Authorities’ approval of each of the
      first four ******** (whether as JV Clinical Companies or otherwise).
    

	2. 	Other assets contributed to Cooperation 	**** *** 	N/A 	
      Includes: 

      (i) ******* in receivables from Management Centers as of December 31,
      2011, per Exhibit D, and 

      (ii) ******** Centers as described in Exhibit D, and valued by mutual
      agreement at a 




- 46 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.








	  	Items 	3SB 	DaVita 	Contributed 
	  	 	  	  	maximum of *******. 
	3. 	*******funding for ******** of ******** Centers
      from January 1, 2012 	**** *** 	****** * 	
      Invested as outlined and agreed upon in the ******** budget. DaVita’s
      investment to be conditioned on: 

      (i) ManageCo is approved. 

      (ii) DaVita nominees appointed to Governing Board of ******** Centers,
      and 

      (iii) each ******** Center has executed a Management Services Contract
      with ManageCo. 

	4. 	ManageCo Capital Contribution (includes initial
      working capital for ManageCo, and initial working capital for ********
      Centers, which will be funded by loans from ManageCo) 	**** *** 	****** * 	
      Contributed when all the following are complete: 

      (i) ManageCo is approved. 

      (ii) DaVita nominees appointed to Governing Board of ******** Centers,
      and 

      (iii) each ******** Center has executed a Management Services Contract
      with ManageCo. 

	5. 	JV Clinical Centers / ******** Capital
      Contribution 	**** *** 	****** * 	Contributed in 70:30 ratio in such amounts as
      required by then-current minimum registered equity requirements. Payments
      to be made, once each JV Clinical Center is approved, in accordance with
      the funding plan and JV Agreement for the relevant JV Entity. 
	  	TOTAL: 	6,000 	14,000 	 



- 47 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



 	For purposes of the Funding Plan, “approval” means securing all Government
  Approvals necessary for such JV Entity to be formed and existing, and actually
  performing services as a licensed health care services provider. 
	For each JV Entity, other than ManageCo, the first installment shall be at
  least ******* (*******%) of the total minimum required equity amount, and
  shall be paid within three (3) months after the issuance of the business
  license, with the remainder to be paid in within two years after the issuance
  of the business license, as per the business plan to be outlined and agreed by
  the Parties, or as otherwise required by law or regulation.
  
	For ManageCo-related expenses between January 1, 2012 and the formation
  date that are consistent with the budget approved by the Parties, such
  expenses will be funded via loan from Sunshine to ManageCo in formation, or as
  otherwise agreed by the Parties. This arrangement will apply to the costs and
  expenses incurred for those employees who transfer to ManageCo from Sunshine.
  Similar arrangements may be made for expenses related to any other JV Entity
  incurred prior to its establishment.
  
	Additional conditions precedent applicable to contributions are set forth
  in Section 2.4 


	II. 	
      Summary of ******** Costs for ********
    Centers





	  	Item 	Amount 	Source 
	1. 	Costs incurred as of December 31, 2011 related
      to ******** of ******* Centers 	******* 	
      N/A. 

      (See description of specific costs set forth in Exhibit D.) 

	2. 	Remaining ******* acquisition costs 	******* 	
      Sunshine. 

      (See footnote in Exhibit D) 

	3. 	Remaining ******** costs for ******* Centers
	******* 	
      ******* to be invested by DaVita China, and ******* to be invested by
      Sunshine, as set forth in Item 3 of the Summary Plan Allocation in Section
      I., above. 

      In addition, ******* in receivables from 




- 48 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.








	 	Item 	Amount 	Source 
				Managed Clinics shall be
      contributed, as set forth in Exhibit D. 
	 	Total: 	 ******* 	 





	III. 	
      Further Revisions or
Updates



The parties shall discuss in good faith any necessary revisions
or updates to this Funding Plan in light of PRC regulation of foreign exchange,
changes to the regulatory requirements governing foreign investment in the
health care industry in PRC, or the interpretation of such requirements, or
other fundamental changes affecting the Cooperation.

- 49 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



EXHIBIT F 

Key Terms of Management Service Contract


DaVita Parties shall propose the details for operation of
ManageCo and provisions for management and services contracts (“Management
Service Contracts”) to be entered into between ManageCo and Clinical Centers in
the ******** Territory which are (i) owned by 3SBio Parties and/or its
Affiliates, (ii) owned jointly by the Parties, or (iii) owned by third parties.
Management Service Contracts shall have the following provisions, subject to
approval of necessary Government Entities if applicable, and such further terms
and conditions as the Parties may agree in writing

A. Objective: ManageCo shall seek to
provide Clinical Centers with quality services consistent with the standards,
processes, protocols and procedures of DaVita.

B. Business Scope of ManageCo: Hospital
management (exclusive clinic activities), hospital management consulting, market
research, investment advice, economic and trade consultation, business
management consulting, project management consulting, business planning,
technology development, marketing, promotion, service and support, technical
management and training (subject to final approval by Government Entities)
(additional services may be added by mutual agreement of the Parties and upon
completion of *******). 

C. Services: ManageCo will be responsible for the
following activities, to the extent permitted by applicable law and regulations:


	 	(i) 	
      Oversee ******** and ******* of the ******* Centers and
      ********

	 	 	 
	 	(ii) 	
      Develop and manage operating, clinical, and compliance
      policies and procedures

	 	 	 
	 	(iii) 	
      Billing, collection, and bank account
management

	 	 	 
	 	(iv) 	
      Recruiting, hiring, training, performance appraisal, and
      termination (if necessary) of employees

	 	 	 
	 	(v) 	
      Oversee and manage annual budget and financial planning
      processes

	 	 	 
	 	(vi) 	
      Manage and control marketing, branding, promotions, and
      public relations

	 	 	 
	 	(vii) 	
      Such other or additional services as may be determined by
      the Parties



- 50 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



The Parties shall consult and cooperate in good faith to take
all necessary actions or adjustments to ensure the services provided by ManageCo
are consistent with the regulatory requirements in PRC.

D. Term: The Management Service Agreement
shall be irrevocable and perpetual, except as set forth below.

E. Termination:

	1. 	
      The Management Service Contract may not be terminated
      unless ManageCo willfully fails to provide service or provides service in
      a grossly negligent manner to Clinical Centers for a continuous period of
      no less than 1 year and then, only upon written notice of such breach,
      with 180 days opportunity to cure (the “Grace Period”). If ManageCo has
      cured such breach during the Grace Period, ManageCo shall not be
      considered in breach of the Management Service Contract.

	 	 
	2. 	
      In the event of such a willful or grossly negligent
      breach which is not cured within the Grace Period, the Clinical Centers
      may terminate the Management Service Contract ONLY upon one hundred
      eighty (180) days prior notice, and payment to ManageCo of an early
      termination payment. The amount of such termination payment shall be US$2
      million if such premature termination occurs in the first year after the
      execution of the Management Service Contract. If the premature termination
      occurs after the first anniversary of the execution of Management Service
      Contract, then the amount of such termination payment shall be increased
      at a rate of 10%, compounded annually.



F. Information Rights: Each ********
Center and each ******* Center (if applicable) shall provide to DaVita, and to
ManageCo upon its formation, information about its strategy, operations and
finances, including without limitation financial, clinical, and other reports
and information. DaVita and ManageCo shall have the right to audit, inspect,
examine and make copies of books of account of ******** Centers and ******** (if
applicable) and discuss the affairs of ******** Centers and ******** (if
applicable) with their management, attorneys and accountants. If at any time any
of the above Clinical Centers incurs a material change in strategy, operations
and/or financial condition, it shall promptly inform DaVita and provide DaVita
with information in sufficient detail about such change. 

- 51 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



EXHIBIT G 

Timeline for the Relevant Agreements 

The Parties agree to cooperate and each use Reasonable
Commercial Efforts to conclude this Agreement, and draft, negotiate and conclude
the Relevant Agreements according to following evolving timeline, or as soon
thereafter as commercially practicable, subject to changes agreed by the
Parties: 

	 	1. 	
      Signing of this Agreement: February 21, 2012

	 	 	 
	 	2. 	
      ******** Budget: February 29, 2012

	 	 	 
	 	3. 	
      JV Contract, Articles of Association, and Feasibility
      Study for ManageCo: March 30, 2012

	 	 	 
	 	4. 	
      ******** EPO Supply Agreement: March 30, 2012

	 	 	 
	 	5. 	
      Form of Management Service Contracts for ********
      Centers: April 27, 2012

	 	 	 
	 	6. 	
      Form of Management Service Contract for *******Centers:
      April 27, 2012

	 	 	 
	 	7. 	
      DaVita and 3SBio License and Service Agreements: April
      27, 2012.

	 	 	 
	 	8. 	
      JV Contract and Articles of Association, and Feasibility
      Study to set up the JV Clinical Companies (including Share Acquisition and
      Capital Increase Agreement if applicable): To Be
  Determined



- 52 - 




Exhibit 4.10 

	1. 	
      “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS
      AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
      PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED.

	 	 
	2. 	
      Except as described above, below is the original text of
      the contract.



EXHIBIT H 

Transfer Of 3SBio’s Equity Interest In The
Cooperation 

	1. 	
      Transfer to *******. For a period of 5 years, the
      ******* Parties shall not sell or transfer any of their interests in the
      Cooperation. Thereafter, subject to mutual agreement, timing, and
      regulatory requirements, the ******* Parties may sell all or part of such
      interests to ******** Parties at Fair Market Value.

	 	 
	2. 	
      Transfer to an Affiliate. Notwithstanding the
      provisions of Section 1, a ******* Party may transfer all or part of its
      interests in the Cooperation to its Affiliates, provided that the transfer
      shall not relieve the ******* Party from any of its obligations under this
      Agreement and the ******* Parties hereby unconditionally guarantee to the
      ******** Parties the full performance by such Affiliate of all obligations
      arising hereunder.



- 53 -