INDEMNIFICATION AGREEMENTIndemnification Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc. • New York
This Indemnification Agreement (this “Agreement”) is entered into as of , by and between China Nuokang Bio-Pharmaceutical Inc., a Cayman Islands company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
EMPLOYMENT AGREEMENTEmployment Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc. • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of , by and between China Nuokang Bio-Pharmaceutical Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [ID/Passport Number: ], an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG KINGBIRD INVESTMENT INC., KINGBIRD MERGERCO. INC. and CHINA NUOKANG BIO-PHARMACEUTICAL INC. Dated as of September 27, 2012Agreement and Plan of Merger • September 28th, 2012 • China Nuokang Bio-Pharmaceutical Inc. • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER (including the exhibits and disclosure schedules attached hereto, this “Agreement”), dated as of September 27, 2012, by and among Kingbird Investment Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Kingbird Mergerco. Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), China Nuokang Bio-Pharmaceutical Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and, solely for the purposes of Section 6.16 hereof, Anglo China Bio-technology Investment Holdings Limited, a British Virgin Islands company (“Anglo China”) and Britain Ukan Technology Investment Holdings (Group) Limited, a British Virgin Islands company (“Britain Ukan”, together with Anglo China, the “Founder Vehicles”, and each a “Founder Vehicle”). Each of Parent, Merger Sub and the Company are referred to herein as a “
China Nuokang Bio-Pharmaceutical Inc. 5,000,000 American Depositary Shares Representing 40,000,000 Ordinary Shares (Par Value $0.0005 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2009 • China Nuokang Bio-Pharmaceutical Inc. • Pharmaceutical preparations • New York
ALPROSTADIL INJECTION (PROSTAGLANDIN E1) SUPPLEMENTAL AGREEMENT (No. 2) TO THE EXCLUSIVE REGIONAL DISTRIBUTION AGREEMENTSupplemental Agreement • June 2nd, 2010 • China Nuokang Bio-Pharmaceutical Inc. • Pharmaceutical preparations
Business Operation AgreementBusiness Operation Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc.
This Business Operation Agreement (the “Agreement”) is entered into on December 14, 2007 by and among the following parties in Shenyang City, Liaoning Province, the PRC:
ALPROSTADIL INJECTION (PROSTAGLANDIN E1) EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • June 3rd, 2011 • China Nuokang Bio-Pharmaceutical Inc. • Pharmaceutical preparations
Real Estate Lease ContractReal Estate Lease Contract • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc.
This Contract (the “Contract”) is made and entered into by the parties below in Penglai City, Shandong Province, People’s Republic of China on August 22, 2006:
CHINA NUOKANG BIO-PHARMACEUTICAL PTY PREFERENCE A SHARES PURCHASE AGREEMENT DECEMBER 20, 2007Shares Purchase Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc. • California
This Preference A Shares Purchase Agreement (the “Agreement”) is made as of the 20th day of December, 2007 by and among CHINA NUOKANG BIO-PHARMACEUTICAL PTY (formerly Brighter Sky Limited), a Cayman Islands exempted company (the “Company”), the person whose name is set out on Schedule 1 attached hereto (the “Management Shareholder”) and the investors listed on Exhibit A attached hereto (the “Purchasers”).
REPURCHASE AGREEMENTRepurchase Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc. • New York
This Repurchase Agreement (the “Agreement”), dated as of December 20, 2007, is by and between CHINA NUOKANG BIO-PHARMACEUTICAL PTY, a company incorporated and existing under the laws of the Cayman Islands (the “Purchaser” or “Company”), and Anglo China Bio-technology Investment Holdings Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Seller”). The Purchaser and the Seller are sometimes referred to collectively herein as the “Parties.”
Hunnan New District State-owned Land Use Right Grant Contract ShenNanTuChuHeZi (2005) No.40China Nuokang Bio-Pharmaceutical Inc. • November 20th, 2009
Framework Agreement Concerning Share Transfer of PRC Onshore Companies Affiliated with China Nuokang Bio-Pharmaceutical Inc.Shenyang Shouzheng • October 12th, 2012 • China Nuokang Bio-Pharmaceutical Inc. • Pharmaceutical preparations
China Grand Enterprises Group Co., Ltd., an enterprise incorporated and duly existing in Beijing, China, business license number 110000010706048 and address at 25/F, Tower B, Yuanda Center, No. 5, Huizhong Road, Chaoyang District, Beijing. Its legal representative is Mr. Kaijun Hu.
CHINA NUOKANG BIO-PHARMACEUTICAL PTY RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc. • California
This Right of First Refusal and Co-Sale Agreement (the “Agreement”) is made and entered into as of December 20, 2007 by and among CHINA NUOKANG BIO-PHARMACEUTICAL PTY (formerly Brighter Sky Limited), a Cayman Islands exempted company (the “Company”), Anglo China Bio-Technology Investment Holdings Limited and Britain Ukan Technology Investment Holdings (Group) Limited, each a company organized and existing under the laws of the British Virgin Islands (collectively, the “Management Holding Companies”), the person set forth on Exhibit A hereto (the “Management Shareholder”) and the holders of Preference A Shares listed on Exhibit A hereto (collectively, the “Preference A Holders” or “Investors”).
Equity Pledge AgreementEquity Pledge Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc.
This Equity Pledge Agreement (the “Agreement”) is entered into on December 14, 2007 in Shenyang, China by and between the following parties:
EXCLUSIVE CALL OPTION AGREEMENTExclusive Call Option Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc.
The Exclusive Call Option Agreement (this “Agreement”) is entered into as of December 14, 2007 among the following parties in Shenyang, the People’s Republic of China (the “PRC”):
EXCLUSIVE TECHNOLOGY SUPPORT AND MANAGEMENT CONSULTING SERVICE AGREEMENTConsulting Service Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc.
This Exclusive Technology Support and Management Consulting Service Agreement (the “Agreement”) is entered into as of December 14, 2007 between the following parties in Shenyang, the People’s Republic of China (the “PRC”):
DATED July 10, 2009 VENOMICS HONG KONG LIMITED and LIAONING NUOKANG MEDICINES CO., LTD. and VENOMICS PTY LIMITED and QRXPHARMA LIMITED SUBSCRIPTION AGREEMENT relating to shares in VENOMICS HONG KONG LIMITEDSubscription Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc. • Hong Kong
Joint Filing AgreementJoint Filing Agreement • February 5th, 2010 • China Nuokang Bio-Pharmaceutical Inc. • Pharmaceutical preparations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.0005 per share, of China Nuokang Bio-Pharmaceutical Inc., a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
ALPROSTADIL INJECTION (PROSTAGLANDIN E1) SUPPLEMENTAL AGREEMENT (No. 3) TO THE EXCLUSIVE REGIONAL DISTRIBUTION AGREEMENTSupplemental Agreement • June 2nd, 2010 • China Nuokang Bio-Pharmaceutical Inc. • Pharmaceutical preparations
CHINA NUOKANG BIO-PHARMACEUTICAL PTY (incorporated in the Cayman Islands)Shares Purchase Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc.
CHINA NUOKANG BIO-PHARMACEUTICAL PTY VOTING AGREEMENTVoting Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc. • California
This Voting Agreement (the “Agreement”) is made and entered into as of December 20, 2007 by and among CHINA NUOKANG BIO-PHARMACEUTICAL PTY (formerly Brighter Sky Limited), a Cayman Islands exempted company (the “Company”), Anglo China Bio-Technology Investment Holdings Limited and Britain Ukan Technology Investment Holdings (Group) Limited, each a company organized and existing under the laws of the British Virgin Islands (collectively, the “Management Holding Companies”), the person set forth on Exhibit A hereto (the “Management Shareholder”) and the holders of Preference A Shares listed on Exhibit A hereto (collectively, the “Preference A Holders” or “Investors”).
Supplementary Agreement IISupplementary Agreement • April 24th, 2012 • China Nuokang Bio-Pharmaceutical Inc. • Pharmaceutical preparations
Party A: Shandong Ronghai Group Company, Beihai Branch, a collectively owned enterprise established and validly existing under the laws of the PRC. Address: No. 85, South Zhonglou Road, Penglai City; Legal Representative: Bai Liangyi.
LIMITED GUARANTEELimited Guarantee • October 12th, 2012 • China Nuokang Bio-Pharmaceutical Inc. • Pharmaceutical preparations • New York
LIMITED GUARANTEE, dated as of September 27, 2012 (this “Limited Guarantee”), by Anglo China Bio-technology Investment Holdings Limited, a British Virgin Islands company (the “Guarantor”) in favor of China Nuokang Bio-Pharmaceutical Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
ALPROSTADIL INJECTION (PROSTAGLANDIN E1) EXCLUSIVE REGIONAL DISTRIBUTION AGREEMENTExclusive Regional Distribution Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc.
Dated September 27, 2012 FACILITY AGREEMENT among KINGBIRD MERGERCO. INC. as Borrower CHINA GRAND ENTERPRISES (HK) LIMITED as Lender relating to a US$44,240,000 Term Loan FacilityFacility Agreement • October 12th, 2012 • China Nuokang Bio-Pharmaceutical Inc. • Pharmaceutical preparations
CHINA NUOKANG BIO-PHARMACEUTICAL PTY INVESTORS’ RIGHTS AGREEMENT December 20, 2007Investors’ Rights Agreement • November 20th, 2009 • China Nuokang Bio-Pharmaceutical Inc. • California
This Investors’ Rights Agreement (this “Agreement”) is made as of the 20th day of December 2007, by and among CHINA NUOKANG BIO-PHARMACEUTICAL PTY (formerly Brighter Sky Limited), a Cayman Islands exempted company (the “Company”), Anglo China Bio-Technology Investment Holdings Limited and Britain Ukan Technology Investment Holdings (Group) Limited, each a company organized and existing under the laws of the British Virgin Islands (collectively, the “Management Holding Companies”), the person set forth on Exhibit A hereto (the “Management Shareholder”) and the holders of Preference A Shares listed on Exhibit A hereto (collectively, the “Preference A Holders” or “Investors”).
Investment AgreementInvestment Agreement • June 3rd, 2011 • China Nuokang Bio-Pharmaceutical Inc. • Pharmaceutical preparations
Shandong Penglai Economic Development Zone Management Committee (hereinafter referred to as “Party A”) and Penglai Nuokang Pharmaceutical Co., Ltd. (hereinafter referred to as “Party B”) have fully negotiated and reached a unanimous agreement in respect of the construction of a new factory zone in Penglai Economic Development Zone, Shandong Province, pursuant to the relevant laws and regulations and based on the principles of equality and mutual benefit, and joint development. This Agreement is hereby concluded for the purposes of defining the rights and obligations of both parties and facilitating the project construction jointly made by the parties.
