Exhibit 10.3
CERTIFICATES CHANGE AND TECHNOLOGY SHARING AGREEMENT OF EIGHTEEN 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 18
wellness products approved by State Food and Drug
Administration
of the P.R.
China (refer to Appendix 1) and
relevant manufacture technology; and Party A
desires to change the sole ownership of
"Wellness Products
Certificates" of
18
wellness products and relevant manufacture
technology into
sharing ownership by
Party A and 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 18 wellness products in China for
a long time. Party B agrees to share with Party A the above ownership of
"Wellness Products Certificates" of the 18 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 18 wellness
products and
relevant manufacture technology:
1. CHANGE OF OWNERSHIP
1.1 Party A agrees to change the ownership
of "Wellness Products
Certificates"
of 18 wellness products and relevant manufacture technology, which is wholly
owned and indicated in Appendix 1. After
changing, Party A and Party B holds the
above ownership of "Wellness
Products Certificates" of 18 wellness products
together.
1.2 Party B agrees the above changing of ownership of 18 Wellness Products
Certificates and relevant manufacture
technology, and agrees to share with Party
A the above ownership of 18 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 both
Parties' 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 A and Party B
shall hold the changed
ownership together and both Parties shall take the right as the owners
of 18
Wellness Products Certificates and bear the
obligations. Either of
Party A or
Party B has the right to use the 18
Wellness Products
Certificates
solely and
under no restriction to produce,
manufacture and sell
the wellness products
in
accord with the requirements of 18 Wellness
Products Certificates and relevant
laws.
1.5 Both Parties agree that either of two
Parties is not allowed to transfer the
ownership to any third party after the sole
ownership of 18 Wellness Products
Certificates is changed into sharing
ownership of two Parties.
1.6 Both Parties agree to recommend
Party A as the
principal of the 18 Wellness
Products Certificates 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 18
wellness products, Party A and Party B still take the
right of employing
the
certificates within the scope prescribed
previously.
2.2 After the transfer of manufacture
technology of 18 wellness products, Party
B shall apply the technology without any restriction except for national laws
and regulations.
2.3 Party B shall bear all the responsibilities as a result of employing the
"Wellness Product Certificates" of 18 wellness
products beyond the
registered
business scope or against the laws.
3. COSTS FOR CHANGE
3.1 Both Parties come to the agreement that the costs for the
change of the
ownership of the "Wellness Products Certificate" of the above 18 wellness
products and the production technology should be pursuant to the "Market
Evaluation Report" from the Nutrition
Supplements Market
Committee of the China
Healthcare Association.
3.2 Both Parties come to the agreement that the change of the ownership
of the
"Wellness Products Certificate" of the above 18 wellness products and the
production technology aims at the
reinforcement of bilateral cooperation and the
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realization of economic returns
satisfactory for both sides, and the transaction
price should be in accordance with what is confirmed in the
"Market Evaluation
Report": Party B makes a payment of
9,869,796 RMB to Party A as the transfer
price.
3.3 Any cost charged in the process of the
ownership change,
including but not
limited to the fees from Approval
authority, will be charged to Party A.
4. WAYS OF PAYMENTS
Party B must 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 1,973,959.2 RMB.
4.2 Party B should pay the rest 7,895,836.8 RMB within 7 days after the
ownership name change of the "Wellness
Products Certificate" 4.3 Both Parties
unanimously agree to pay by (1) cash, (2) check (3) remittance Payment by
remittance from 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 specific technologies for wellness
products, including but not limited to the technological documents about
products formulations, production techniques, quality
standard etc. to Party B,
simultaneously with the change of the ownership of the "Wellness Products
Certificate" of the wellness
