Exhibit 10.1
CERTIFICATES CHANGE AND TECHNOLOGY TRANSFER
AGREEMENT OF THE WELLNESS PRODUCTS
This Agreement has been entered into as of
October 26, 2005 in Wuqing New Tech
Industrial Park, Tianjin, and P.R.C. by the
following Parties:
Assignor: Tianjin Tianshi Biological
Development Co., Ltd.( Hereinafter " Party
A") Legal Registered Office: Wuqing New Tech Industrial Park,
Tianjin, P.R.C.
Legal Person: LI,JINYUAN
Assignee: Tianjin Tianshi Biological Engineering Ltd.( called Party B below)
Legal Registered Office: No.6, Yuanquan Rd. Wuqing New Tech
Industrial Park,
Tianjin, P.R.C Legal Person: LI,JINYUAN
Whereas Party A holds the ownership of "Wellness
Products Certificates" of 6
wellness products approved by State Food and Drug
Administration
of the P.R.
China (refer to Appendix 1) and relevant
manufacture technology; and
Whereas Party A desires to transfer the ownership of "Wellness Products
Certificates" of 6 wellness products and relevant manufacture technology to
Party B; and
Whereas Party B has long term cooperation
relationship with Party A, and Party B
is responsible for sales and marketing of
such 6 wellness
products in China for
a long time. Party B agrees to accept
the ownership of "Wellness Products
Certificates" of the 6 wellness products
and manufacture technology.
Therefore, in consideration of reinforcing the cooperation between the two
Parties and achieving the maximized economical benefits and returns for both
sides, Party A and Party B hereto
agree as follows with regard to the above
ownership of "Wellness Products Certificates" of the 6 wellness products and
relevant manufacture technology:
1. CHANGE OF OWNERSHIP
1.1Party
A agrees to change the ownership of "Wellness Products
Certificates" of 6 wellness products and
relevant manufacture technology, which
is wholly owned and indicated in Appendix
1. After changing,
Party B holds the
above ownership of "Wellness Products Certificates" of 6 wellness products
permanently.
1.2 Party B
agrees the above
changing of ownership of 6 Wellness Products
Certificates and relevant manufacture
technology, and agrees to accept the above
ownership of 6 Wellness Products Certificates and relevant manufacture
technology.
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1.3 Both
Parties agree to apply to relevant
authority for the changing
ownership of 18 Wellness Products Certificates and relevant manufacture
technology in Party B's name. Both Parties shall prepare for and submit the
required documents based upon the requirements of authority and handle the
relevant examining procedures together.
1.4 After the changing of ownership, Party B shall own the changed
ownership and shall take the right as the owner of 6 Wellness Product
Certificates and bear the obligations. After the transferring of ownership,
Party B has the right to employ the 6
Wellness Products
Certificates
under no
restriction to produce, manufacture and
sell the wellness products in accordance
with the requirements of the 6 Wellness
Products Certificates and relevant laws.
1.5 Party B
shall be the principal of the 6 Wellness Product Certificates
and relevant manufacture technology after the changing of
ownership based upon
the provisions of " Regulations of Wellness
Products".
2. BUSINESS SCOPE AFTER TRANSFER OF
OWNERSHIP
2.1 After the
change of ownership of "Wellness Products Certificates" of
the 6 wellness products, Party B still take the right of employing the
certificates within the business scope
prescribed previously.
2.2 After the
transfer of
manufacture technology
of 6 wellness
products,
Party B shall apply the technology subject
to national laws and regulations.
2.3 Party B
shall bear all the
responsibilities as a
result of
employing
the "Wellness Product Certificates" of 6
wellness products beyond the registered
business scope or against the laws.
3. COSTS FOR CHANGE
3.1 Both
Parties agree that the costs for the
change of the
ownership of
the "Wellness Product Certificates" for the above 6 wellness products
and the
production technology shall be pursuant to
the "Market Evaluation
Report" from
the Nutrition Supplements Market Committee
of the China Healthcare Association.
3.2 Both Parties
agree that the change
of the ownership of
the "Wellness
Product Certificates" for the above 6 wellness products and the production
technology aims at maximizing the market value of the "Wellness Product
Certificates" for the 6 wellness products
and their production technology. Both
parties agree that the transaction consideration shall be in accordance
with
what is confirmed in the "Market Evaluation
Report": Party B makes
a payment of
2,363,512 RMB to Party A as the transfer
price.
3.3 Any costs
and expenses incurred in the process of the ownership change,
including but not limited to the fees from
governing authority
shall be born by
Party B.
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4. WAYS OF PAYMENT
Party B shall
make the payment to Party A in accordance with the following
deadlines upon receiving the invoices from
Party A:
4.1 Make a
deposit equal to 20%
of the total price upon the Agreement is
signed, that is 472,702.4 RMB.
4.2 Party B shall pay the rest
1,890,809.6
RMB within 7 days after the
designation change of the "Wellness
Products Ratification Certificate"
4.3 Both
Parties unanimously agree to pay by (1) cash, (2) check (3)
remittance Payment by remittance by Party B
should be remitted to the designated
account of Party A:
Account
Number:
Name of the
Bank:
5. TECHNOLOGY TRANSFER
5.1 Party A
agrees to transfer all
the know-how
for wellness products,
including but not limited to the technological documents about products
formulations, production techniques, quality standards etc. to Party B,
simultaneously with the change of the ownership of the "Wellness Product
Certificates" of the 6 wellness products,
in order for Party B
to produce the 6
wellness products under the "Wellnes
