Equality and mutual benefit and through friendly consultations

Equality and mutual benefit and through friendly consultations, agree to cooperate in the People's ventures outside the contract

Chapter I General Provisions

Tianjin, China's pharmaceutical industry and the U.S. (regional) SK pharmaceutical companies, according to "Chinese-foreign cooperative enterprise" and its implementing rules and other relevant Chinese laws and regulations, in the spirit of the Republic of Tianjin, co-sponsored cooperative enterprises , special to make this contract.



Chapter co-parties

The first co-parties:

Party A: Tianjin, China Pharmaceutical Industry Company

Legal representative: Name Chen Chao, executive director position, nationality, China

B: SK U.S. pharmaceutical company Legal representative: Name coke accounted for camp, executive director positions, U.S. citizenship

The second collaboration is the National Foreign Trade and Economic Cooperation Department (or delegate the approval authority) was established and registered in China joint venture for the Chinese legal person, shall comply with PRC laws, regulations and relevant regulations, and subject to the jurisdiction and protection of Chinese law.

Article cooperative company with limited liability. Cooperation in all directions provided by the company co-funded or cooperative conditions, belong to the cooperative's assets, all of the assets of its joint venture partner companies responsible for liabilities. Cooperative joint venture contract, the parties agreed investment or cooperation conditions, the distribution of profits or products, sharing of risks and losses, management approach and co-ownership of property upon termination of such matters.



Chapter co-operation projects

Article co-operation aimed at cooperation of all parties: the spirit of strengthening economic cooperation and technological exchanges desire, the use of advanced and applicable technology and scientific management methods to improve product quality, develop new products, and in quality, price, etc. has the ability to compete on the international market, improve economic efficiency, so that all parties satisfied with the economic benefits of investment.



Chapter IV the total investment, registered capital and terms of cooperation

Article cooperative's total investment of 71 million yuan (equivalent to $ 11,140,000); registered capital of RMB 5 million. Of which: Party invested 3.75 million yuan, accounting for 75% of the registered capital; B invested $ 196,100, accounting for 25% of registered capital.

Article co-operation the partners provide the following conditions:

Party: machinery and equipment (Taiwan, sets) off $ 5 million; plant (square meters) off 7.5 million yuan; land use right (square meters) off 1.5 million yuan

B: Industrial Property $ 3.6 million, equipment $ 2,000,000



Chapter co-responsibility of all parties

Article co-operation parties shall each be responsible for completion of the following matters:

Responsible party:

1, for applications for the establishment of cooperative companies, registration and other matters;

2, according to Article VI to provide conditions for cooperation;

3, co-produced equipment to assist with the import customs formalities;

4, to help partner companies at home and abroad the purchase or lease of equipment, materials, office supplies, transportation, communication facilities, etc.;

5, to help partner companies recruiting management personnel, technicians, workers and other personnel needed;

6, to assist partner companies to handle the temporary residence permits, entry visas, work permits and other formalities;

7, is responsible for co-commissioned with other matters.

B responsibilities:

1, according to Article VI to provide conditions for cooperation, and responsible as a B-funded equipment and other in-kind co-operation to the destination of the company;

2, for assisting partner companies in the international market to buy machinery and equipment, materials and other related matters;

3, to help co-company equipment installation, commissioning and trial production to provide the necessary technical personnel;

4, the company responsible for the training of technicians and co-workers;

5, the company responsible for co-operation within the period specified by the design ability to consistently produce qualified products;

6, is responsible for handling other matters entrusted by partner companies.





Chapter VI technology, equipment, raw materials

Article partner companies the technology used to provide Party B, Party B as the party responsible for the company's technical cooperation, technology, technology as the responsible party to bear responsibility;

1, provides for cooperation to ensure, as required to produce quality products and quality in line with "ISO certification to international standards";

2 _ a month to ensure that training, technical training fees from the owner is responsible for (or provide technical training contract).

3, if they can not provide or intend to deceive losses, should be liable.

Article IX partner companies and other necessary equipment from Party A to Party B to purchase, trade terms for the CFR, insurance companies designated by the Party of China Life Insurance Company.



Chapter VII on trademark issues and the export ratio

Article B mark with domestic sales, foreign trademark use of the Party.

Article XI B export ratio of 25%.



Chapter Board of Directors

Article XII of the date of registration of the joint venture company, is a joint venture established on the board of directors.

Article XIII of the Board of Directors consists of 12 directors, of which nine appointed Party, Party B to appoint three. Chairman appointed by the Party, vice-chairman appointed by the Party.



Chapter IX of the contract period

Article XIV partner companies for a period of one year from the partnership's business license issued by the date.

One proposed by the co-operation, the board unanimously cooperation, from the expiration of the cooperation in the original approving authority 180 days prior application to extend the cooperation period.





Chapter breach of contract

Article XV shown with failing to cooperate or not scheduled to perform constitutes a breach of conditions, from the late date of every month over month, the defaulting party shall pay 100% of the registered capital of liquidated damages to the observant. Overdue for six months has yet to fulfill, in addition to total pay liquidated damages of registered capital, the observant right to terminate the joint venture to declare the contract and to require the party in breach compensation for all economic losses.

Article XVI of the fault of one party, resulting in the contract and its annex to the contract can not perform or can not fulfill, by the fault of the party liable for breach; in the case of the fault of the parties, according to the actual situation, are borne by the respective parties negative liability for breach.





Chapter applicable law and dispute settlement

Article XVII of the contract formation, validity, interpretation, implementation, modification, termination and dispute settlement, shall be applicable PRC law.

Article 18 The cooperative parties to fulfill this contract dispute, through negotiation or mediation. If, after consultation mediation fails, arbitration shall be submitted to the Stockholm Arbitration Commission, according to the arbitration rules of procedure for arbitration will be. The arbitral award is final and binding on the parties. Arbitration costs borne by the losing party.

In the arbitration process, in addition to the controversial part of the ongoing arbitration, this contract shall continue to perform.





Chapter XII contract in force



Article 19 of this contract on November 22, 2011 by the cooperation of the parties to the legal representative (or authorized representative) in Tianjin, China signed, valid until November 20, 2012.



Party A (seal ):_________ B (seal ):_________

Legal representative (signature ):_________ legal representative (signature ):_________

         November 22, 2011

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