EXHIBIT 10.6
China Pharmaceutical University
and
China Biopharmaceuticals Holdings Inc.
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Cooperation Agreement
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Date August 26,
2004
Cooperation Agreement
<PAGE>
This agreement was entered into by the following parties in Nanjing city,
Jiangsu province, in August
26th, 2004:
(1) China Pharmaceutical University "Party A" or "University" a university
belonging
to the Ministry of Education of China. Address: No. 24
Tongjiaxiang;
Nanjing City; the People's Republic of China ("PRC" or
"China").
(2) China Biopharmaceuticals Holdings Inc. "Party B" a Delaware
Corporation.
Address: 44 West
24th Street, New York, NY10010, U.S.A.
Whereas
1. According to the Company Law
of PRC, Contract Law
of PRC and other related
current laws and
legislations of PRC,
Party A and Party B decided to build
up joint new
drug research and development laboratory (the "Lab").
2. Party B decided to inject 300,000 RMB to Party A's new drug screening
center in order
to build up the Lab.
3. Party A becomes a
shareholder of Party B.
Party A and
Party B are hereby agree as follows:
1. Assurances and
Promises:
1.1 Each of Party A and Party B
announces and assures that:
(1) It has any and all civil rights
and behavioral abilities that are essential
for the subscription and fulfillment of this agreement; and the
subscription
and fulfillment of the agreement will not violate any
regulation,
agreement,
contract or other legal documents that have
constraining
force on it.
(2) It has taken and will take all
necessary measures,
in order to obtain
all
agreements,
approvals,
authorizations
and permissions that
are necessary
for the
subscription and fulfillment of this letter of intent.
2
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1.2 Party A announces and promises to
Party B that:
The basic
information that Party
A submitted to and will submit to Party B
is true, complete, correct
and non-misleading.
2. Content of
Cooperation
2.1 Issuing Shares of Common Stock of
Party B to Party A.
2.1.1 Party A agrees to
accept 300,000
c
