Exhibit
10.12
DONAHUE & ASSOCIATIONS
INVESTOR RELATIONS
THIS AGREEMENT (“Agreement”) dated
August 15, 2009, is by and between:
China National
Information
Network (“Agency”)
China Children
Pharmaceutical,
Inc. (“Company”)
Rooms 2201-03
22/F World Wide House,
19 Des Voeux
Road Central, HK
with respect to investor relations services to
be provided by Agency to China Children Pharmaceutical,
Inc.
SERVICES. China Children Pharmaceutical
hereby engages Agency to provide investor relations services to
China Children Pharmaceutical as of August 15, 2009 until December
15, 2010. Unless written notification is received 30
days in advance, the Agreement is automatically renewable for one
year.
TERM. August 15, 2009 through December 31,
2010.
COMPENSATION.
Agency will receive
compensation for its services hereunder in the amount 400,000
Warrants with Registration Rights with a $3.00 exercise price with
piggy-back warrants attached with a $5.00 exercise price (FOUR
HUNDRED THOUSAND WARRANTS WITH REGISTRATION RIGHTS) total warrants
issuable at the closing of the acquisition or
merger. The warrants will be issuable at the closing of
the merger approximately September 30, 2009.
EXPENSES. During the Term, China
Children Pharmaceutical will reimburse Agency for Agency’s
actual, direct, out-of-pocket costs, for properly documented,
verifiable, non-personal, reasonable business expenses incurred by
Agency in connection with and directly relating to Agency’s
performance of its services under this Agreement, such as long
distance telephone charges, photocopies at a rate not to exceed
$.10 per copy, newswire distribution, postage and miscellaneous
expenses as necessary. Expenses in excess of $500 shall
be approved in writing by China Children Pharmaceutical in
advance.
REPRESENTATIONS/WARRANTIES.
Agency represents and warrants the
following:
All of Agency’s services shall be provided
in a timely and competent manner in accordance with industry
quality standards;
Any materials or documents
submitted, developed or created by Agency for China Children
Pharmaceutical shall not violate or infringe upon a trademark,
trade name, copyright, patent, literary or any other property right
of any person or entity or constitute defamation, libel, slander,
trade disparagement, plagiarism or an invasion of
privacy.
Agency has the right to enter
int