exv10w51







Exhibit 10.51




JJB REAL ESTATE TRANSFER REPAYMENT AGREEMENT




Assignor (Party A): JiangXi JieZhong Biochemistry Ltd (JJB)




Assignee (Party B): YanBian YiQiao Biochemistry Pharmaceutical Ltd (YYB)




Mortgagee (Party C): China Industrial and Commercial Bank Stock Ltd ShangRao County Sub-branch




Signing Location: JiangXi Province ShangRao City JieFang Road 179 (City Food Bureau First Floor)



          According to relevant regulations of “The City Real Estate Administration of The People’s
Republic of China”, Party A, B and C, the three parties signing this real estate transfer contract
in regards to the transfer arrangement are according to principles of “equality, voluntary and
legal”.




	 	I.	 	Transferring Real Estate:
	 
	 	1.	 	Land Transfer:
	 
	 	(1)	 	Land-Use Right Certificate Number: TuGuoYong (2003) ZiDi 310016:
	 
	 	(2)	 	Square Measure: 6023 m2
	 
	 	(3)	 	Type of Land-Use Right: To Sell
	 
	 	(4)	 	Purpose of the Land: Commercial
	 
	 	(5)	 	Level of the Land: Level 2
	 
	 	(6)	 	Land Number: 02-03-116
	 
	 	(7)	 	Termination Date: March 25, 2043
	 
	 	(8)	 	Mutual Apportion Area: 0 m2
	 
	 	2.	 	Building Property




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	 	(1)	 	Property Proprietary Number: YanBianZhou TuMen Property Right Certificate No.
12049






     (2) Property Location: JiLin Province YanBian TuMen DaLu 245




     (3) Property Classification: Joint-Stock Enterprise Property




     (4) Land Number: 212




     (5) Housing Situation: Reinforced concrete structure, 6 floors, Building Area 11626.78
m2




	 	II.	 	Reasons for Real Estate to transfer: the above land-use right and property
proprietorship own by Party A, because it used as the GMP workshop and the production
operation site for YYB, for the integrity, practicability and necessity of company stock
transfer.
	 
	 	III.	 	Party A already remind the relevant fact of the bank mortgage for estate and land use
right, and Party B is responsible for repayment of property and land-use right of the
mortgage loan principal to China Industrial and Commercial Bank Stock Ltd ShangRao County
Sub-branch, interest total sixteen million RMB and above interest of the loan interest;
Party B completely aware of the fact of the property and land-use right is set in
mortgage, and will assume the legal consequences after the acceptance.
	 
	 	IV.	 	Payment Method, Time Period and responsibility of breach of contract
	 
	 	1.	 	Original principle of the loan and interest 16 million RMB repayment arrangement:
Party A company stock transfer notarized certificate delivered to Party B within ten days,
Party B pay Party C one million RMB even; pay Party C one million RMB even, before end of
June 2009; pay Party B two million RMB even before end of December 2009; January — June
2010 each month pay Party C seven hundred thousand RMB even; after July 2010, each month
pay Party C one million RMB even, until the principle of the loan and interest are pay
off.
	 
	 	2.	 	Interest generated from original principle of the loan and interest of 16 million RMB
repayment arrangements: Party A is responsible to repay the interest prior to the signing
date of this agreement, Party B is responsible for





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	 	 	 	the repayment of the interest generate after the signing date of this agreement.
After this agreement is signed, Party C agree to postpone payment for Party B on the
interest generate before end of December 2009, but Party B should repay before end of
June 2010; repay monthly on the principle of the loan and interest owed as monthly
interest starting January 2010, interest rates according to the granted loans policy
implementation.
	 
	 	3.	 	Responsibility of breach of contract: Party B should carry out the above mentioned
agreed payment strictly, for some reason Party B delayed one of the monthly payment,
should request from Party C, Party C will not investigate; occur over twice or postpone
for two months of payment constitute a breach of contract, this agreement is void, Party B
repayment of loan principal and interest deduct the original 16 million loan and interest
amount, Party C would not refund.
	 
	 	V.	 	The contract is legally binding once signed and stamped by Party A, B and C. After
Party B pay off the loan principal and interest to Party C, Party C will release the
title, and delivery property, land-use right and related certificate of title to Party B.
Party B will apply for registration formalities at the Property Management Department and
the Department of Land Registration Authority to register for the property and land-use
right, Party B will assume the expenses of taxation during the transferring process.
Party A will assist on transaction, and issue trust deed.
	 
	 	VI.	 	Before paying off the loan principal and interest, creditor’s rights of Party A and
Party C, obligation of the debt remain unchanged, Party A undertake responsibility of
repayment.
	 
	 	VII.	 	Unmentioned matters in this contract, Party A, Party B and Party C may set a separate
agreement, its supplementary agreement has the equal effect as this contract after signed
and stamped by all three parties.
	 
	 	VIII.	 	This contract has eight copies, Party A, Party B and Party C each holds two copies,
the Real Estate Trading Department archived one copy.
	 
	 	IX.	 	If there is a dispute during the process of fulfilling this contract by Party A, B
and C, may apply for arbitration at the Arbitration Commission of JiangXi Province
ShangRao City or file a lawsuit at the mid-level People’s Court of JiangXi Province
ShangRao City.
	 
	 	X.	 	During fulfillment of this contract, if there is any legal liability among both





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Party A and Party B, unrelated to Party C.



	 	 	 
	Party A: JJB 

Legal Representative: Xia YuanDa

	 	Party B: YYB

Legal Representative: Liu Kai
	/s/ Xia YuanDa

	 	/s/ Liu Kai
	 

	 	 
	June 25, 2009

	 	June 25, 2009






	 
	Party C: China Industrial and Commercial Bank

	/s/ Authorized Officer
	 
	June 25, 2009







JJB REAL ESTATE TRANSFER REPAYMENT AGREEMENT




Assignor (Party A): JiangXi JieZhong Biochemistry Ltd (JJB)




Assignee (Party B): YanBian YiQiao Biochemistry Pharmaceutical Ltd (YYB)




Mortgagee (Party C): China Industrial and Commercial Bank Stock Ltd ShangRao County Sub-branch




Signing Location: JiangXi Province ShangRao City JieFang Road 179 (City Food Bureau First Floor)



          According to relevant regulations of “The City Real Estate Administration of The People’s
Republic of China”, Party A, B and C, the three parties signing this real estate
transfer contract in regards to the transfer arrangement are according to principles of “equality,
voluntary and legal”.




	 	XI.	 	Transferring Real Estate:
	 
	 	3.	 	Land Transfer:
	 
	 	(9)	 	Land-Use Right Certificate Number: TuGuoYong (2003) ZiDi 310016:
	 
	 	(10)	 	Square Measure: 6023 m2




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	 	(11)	 	Type of Land-Use Right: To Sell
	 
	 	(12)	 	Purpose of the Land: Commercial
	 
	 	(13)	 	Level of the Land: Level 2
	 
	 	(14)	 	Land Number: 02-03-116
	 
	 	(15)	 	Termination Date: March 25, 2043
	 
	 	(16)	 	Mutual Apportion Area: 0 m2
	 
	 	4.	 	Building Property





     (1) Property Proprietary Number: YanBianZhou TuMen Property Right Certificate No.
12049




     (2) Property Location: JiLin Province YanBian TuMen DaLu 245




     (3) Property Classification: Joint-Stock Enterprise Property




     (4) Land Number: 212




     (5) Housing Situation: Reinforced concrete structure, 6 floors, Building Area 11626.78
m2




	 	XII.	 	Reasons for Real Estate to transfer: the above land-use right and property
proprietorship own by Party A, because it used as the GMP workshop and the production
operation site for YYB, for the integrity, practicability and necessity of company stock transfer.
	 
	 	XIII.	 	Party A already remind the relevant fact of the bank mortgage for estate and land
use right, and Party B is responsible for repayment of property and land-use right of the
mortgage loan principal to China Industrial and Commercial Bank Stock Ltd ShangRao County
Sub-branch, interest total sixteen million RMB and above interest of the loan interest;
Party B completely aware of the fact of the property and land-use right is set in
mortgage, and will assume the legal consequences after the acceptance.




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	 	XIV.	 	Payment Method, Time Period and responsibility of breach of contract
	 
	 	4.	 	Original principle of the loan and interest 16 million RMB repayment arrangement:
Party A company stock transfer notarized certificate delivered to Party B within ten days,
Party B pay Party C one million RMB even; pay Party C one million RMB even, before end of
June 2009; pay Party B two million RMB even before end of December 2009; January — June
2010 each month pay Party C seven hundred thousand RMB even; after July 2010, each month
pay Party C one million RMB even, until the principle of the loan and interest are pay
off.
	 
	 	5.	 	Interest generated from original principle of the loan and interest of 16 million RMB
repayment arrangements: Party A is responsible to repay the interest prior to the signing
date of this agreement, Party B is responsible for the repayment of the interest generate
after the signing date of this agreement. After this agreement is signed, Party C agree
to postpone payment for Party B on the interest generate before end of December 2009, but
Party B should repay before end of June 2010; repay monthly on the principle of the loan
and interest owed as monthly interest starting January 2010, interest rates according to
the granted loans policy implementation.
	 
	 	6.	 	Responsibility of breach of contract: Party B should carry out the above mentioned
agreed payment strictly, for some reason Party B delayed one of the monthly payment,
should request from Party C, Party C will not investigate; occur over twice or postpone
for two months of payment constitute a breach of contract, this agreement is void, Party B
repayment of loan principal and interest deduct the original 16 million loan and interest
amount, Party C would not refund.
	 
	 	XV.	 	The contract is legally binding once signed and stamped by Party A, B and C. After
Party B pay off the loan principal and interest to Party C, Party C will release the title, and delivery property, land-use right and related certificate of
title to Party B. Party B will apply for registration formalities at the Property
Management Department and the Department of Land Registration Authority to register
for the property and land-use right, Party B will assume the expenses of taxation
during the transferring process. Party A will assist on transaction, and issue trust
deed.
	 
	 
	 	XVI.	 	Before paying off the loan principal and interest, creditor’s rights of Party A and
Party C, obligation of the debt remain unchanged, Party A undertake responsibility of
repayment.




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	 	XVII.	 	Unmentioned matters in this contract, Party A, Party B and Party C may set a
separate agreement, its supplementary agreement has the equal effect as this contract
after signed and stamped by all three parties.
	 
	 	XVIII.	 	This contract has eight copies, Party A, Party B and Party C each holds two copies, the
Real Estate Trading Department archived one copy.
	 
	 	XIX.	 	If there is a dispute during the process of fulfilling this contract by Party A, B
and C, may apply for arbitration at the Arbitration Commission of JiangXi Province
ShangRao City or file a lawsuit at the mid-level People’s Court of JiangXi Province
ShangRao City.
	 
	 	XX.	 	During fulfillment of this contract, if there is any legal liability among both Party
A and Party B, unrelated to Party C.





	 	 	 
	Party A: JJB

	 	Party B: YYB
	Legal Representative: Xia YuanDa

	 	Legal Representative: Liu Kai
	/s/ Xia YuanDa

	 	/s/ Liu Kai
	 

	 	 
	June 25, 2009

	 	June 25, 2009






	 
	Party C: China Industrial and Commercial Bank

	/s/ Authorized Officer
	 
	June 25, 2009








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