Exhibit 10.2
TECHNOLOGY SHARING AGREEMENT OF DIETARY SUPPLEMENT 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 10 dietary supplement products and
relevant manufacture technology; and agrees to change the sole
ownership 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 10 dietary supplement products in
China for a long time. Party B agrees to share with Party
A the above ownership
of manufacture technology of 10 dietary
supplement products.
Therefore, with regard to the above ownership
of manufacturing technology of 10
dietary supplement products, 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:
1. CHANGING OF OWNERSHIP
1.1 Party A
agrees to change the ownership of manufacturing technology of
10 dietary supplement products,
which is wholly owned
and indicated in Appendix
1. After changing, Party A and Party B hold
the above ownership of manufacturing
technology of 10 dietary supplement
products together.
1.2 Party B agrees the above changing of ownership of manufacturing
technology of 10 dietary supplement
products, and agrees to share with Party
A
the above ownership and usufruct of manufacturing technology of 10 dietary
supplement products.
1.3 Party A and
Party B shall hold the
changed ownership
of manufacture
technology together and both Parties shall take the right as the owners
of 10
dietary supplement products, such as Super Calcium Powder,
etc., and bear the
relevant obligations. Either of Party A or Party B has the right to use the
manufacture technology of 10 dietary
supplement
products solely and under no
restriction to produce, manufacture and sell the 10
dietary supplement products
according with the requirements of manufacture technology of 10 dietary
supplement products and relevant laws.
<PAGE>
1.4 Both
Parties agree that either of two Parties is not allowed to
transfer the ownership to the third party
after the sole ownership of 10 dietary
supplement products changes into sharing
ownership by two Parties.
2. THE BUSINESS SCOPE AFTER
TRANSFERRING
2.1 After the
transferring
of the manufacture technology of 10 dietary
supplement products, such as Super Calcium Powder, both Party A and Party B
shall employ the technology within the business scope
prescribed by regulations
and laws of the State.
2.2 Either Party A or Party B, who
breaches the faith, shall bear the
relevant results of employing the manufacture technology of 10 dietary
supplement products beyond the promised
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 production technologies for the above 10 dietary
nutrition
supplements 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 production technologies for the above 10
dietary nutrition supplements aims
at the reinforcement of bilateral cooperation and the realization of
economic
benefits and returns satisfactory for both sides, and the transaction price
should be in accordance with what is
confirmed in the "Market Evaluation Report"
from the Nutrition Supplements Market Committee of the China Healthcare
Association: Party B makes an one time payment
of 1,398,912
RMB to Party A as
the transfer price.
3.3 Any cost
charged in the process of the ownership change will be charged
to Party A.
4. WAYS OF PAYMENTS
Party B shall
make the payment to Party A in accordance with the following
deadlines upon receiving the invoices from
Party A:
<PAGE>
4.1 Make a
deposit equal to 20%
of the total price upon the Agreement is
signed, which is 279,782.4 RMB.
4.2 Party B
should pay the rest 1,119,129.6 RMB within 7 days after Party A
delivers all the technologic documents for
the 10 dietary nutrition supplements.
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
shall transfer all the technologic documents, including but not
limited to products formulations,
production techniques,
quality standard
etc.
to Party B, in order for Party B to employ
the manufacturing
technology for the
10 dietary nutrition supplements in
manufacturing smoothly.
5.2 Party A
should deliver the
technologic
documents to Party B
within 7
working days after the Agreement is signed and Party B receives all the
municipal ratifications for food
manufacturing enterprises.
5.3 After the
delivery of the
technologic
documents to Party B, Party A
should still bear the responsibility to instruct Party B to test, try out and
produce until Party B can produce the first
qualified products, but Party A does
not bear the financial responsibility
attainable for Party B.
5.4 The specific
technology
