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.
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:
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 for the 10 dietary nutrition supplements is
jointly owned by Party A and Party B after the technology sharing. Each Party is
not allowed to transfer the specific technology to any third party without the
written permission of the other party. Besides, without any restrictions, each
Party in its own name has the authority to employ the 10 specific technologies
to manufacture, produce and sell products complying with the State standard.
5.5 Any newly-exploited technical products basing on the 10 specific
technologies from either Party after the technology sharing should belong to
both Parties.
5.6 After the technology sharing, both Parties should keep the technology
under secret conditions and are not allowed to disclose to any third party.
Otherwise, it shall bear the breach responsibility and repay the other party for
the losses.
6 TESTING STANDARDS AND TESTING MANNERS FOR THE TECHNOLOGY TRANSFER
6.1 Testing Standards: in accordance with the national or industrial
standards. If no national or industrial standards, in accordance with the
technologic parameters promised to achieve by Party A.
6.2 Testing manners: Party B receives the technologic documents from Party
A, fully understands the content, and signs for confirmation.
7. DOCUMENT DELIVERY
7.1 The relevant technologic documents and letters, required by the
Agreement, shall be drafted in Chinese and delivered by specific personnel or
fax;
7.2 All the documents for delivery shall be regarded to have been delivered
according to the following date, whichever happens first:
o If delivered by specific personnel, the date when they are arrived;
o If delivered by fax, the date when the return receipt is confirmed.
8. REPRESENTATIONS AND WARRANTIES
8.1 Party A and Party B each respectively represents and warrants that it
has the authority and capacity to enter into and execute this Agreement. The two
Parties have hereto signed this Agreement by their duly authorized officers and
representatives. The execution and performance of this Agreement does not cause
to be in breach of any Agreement to the third party, or cause the other party to
be liable for any responsibility to any third party as a result of the
performance of this Agreement.
8.2 Party A represents and warrants that it owns the entire intellectual
right and technology material prior to such Agreement. It guarantees that the
conclusion of the Agreement does not infringe the any third party's technical
rights and interests. Party A shall be responsible for dealing with any legal
issues which may incur and bear any costs and liabilities in connection with the
performance of this Agreement.
8.3 Party A guarantees Party B that the technical material which is
transferred to Party B is the most recent. It guarantees that the material is
complete, properly drafted, and reliable. Party A shall transfer the material to
party B in accordance with the rules hereinto.
8.4 Party B guarantees that it has acquired or shall acquire the production
license, healthy certification, and guarantees that it meets all the necessary
requirements for producing and manufacturing wellness products.
8.5 Party B guarantees that after the effect of this Agreement it produces
and manufactures in accordance with the original formulation, quality standard,
production techniques of the ten dietary supplement products and in compliance
with national laws and regulations. Party B is responsible for any economic
losses suffered by itself as a result of Party B's breaching the above articles
under this Agreement. And Party B shall reimburse Party A any economic losses,
directly or indirectly suffered by Party A arising out of or in connection with
Party B's default.
9. LIABILITY FOR BREACH OF THE AGREEMENT
9.1 If Party A does not provide the technical materials and guidance on
tests, trial, and production to Party B in accordance with the time, quantity,
quality provisions stipulated hereinabove, Party A shall pay Party B penalty
equal to the sum of 5% of technology transfer fee.
9.2 If Party A transfers such technology to any third party without prior
approval by Party B, it shall pay Party B penalty equal to the sum of 5% of
technology transfer fee.
9.3 In the event that there is any technical error for the transferred
technology Party A shall make corrections and improve the quality promptly. If
such improvement still cannot reach the production standard, Party A shall pay
Party B penalty equal to the sum of 5% of technology transfer fee, and moreover,
reimburse Party B any losses incurred arising out of or in connection therewith.
9.4 If Party B does not pay transfer fee to Party A in accordance with the
time and amount stipulated by this Agreement, Party B shall pay penalty to Party
A subject to the bank's rules with respect to deferring payment.
10. CHANGES AND DISSOLUTION OF THE AGREEMENT
10.1 Without any reasonable cause either party shall not change or
terminate this Agreement.
10.2 In the case of failure to complete the ownership transfer procedures
of Wellness Products Certificate as a result of the change of national policy
after the conclusion of this Agreement, both parties shall have the right to
terminate this Agreement. In such case, both parties shall not bear
responsibilities for default and suffer the losses arising out of this by
themselves respectively.
11 GOVERNING LAW AND SETTLEMENT OF DISPUTE
11.1 The conclusion, validity, interpretation, implementation, amendments,
termination and settlement of dispute arising out of or in connection with this
Agreement shall be governed by the laws of the PRC.
11.2 The two Parties hereto shall make all reasonable efforts to solve any
dispute arising out of the implementation of this Agreement through friendly
consultation. In case no settlement can be reached through consultation, the
court where Party A is located shall have jurisdiction to hear and determine the
suit subject to this written Agreement.
12 OTHERS
12.1 A supplemental Agreement shall be signed separately thereafter by both
parties if some other items are to be covered.
12.2 The changed parts, if there are any, shall be invalid unless they are
properly sealed and validated by both parties.
12.3 If any provision of this Agreement or part thereof is rendered void or
unenforceable, it shall not affect in any way the validity or enforceability of
any other provision of this Agreement.
12.4 The Agreement shall take effect after both parties have affixed their
respective seals under the hands of their respective officers duly authorized in
that behalf. In the event that a notarization is needed, the Agreement shall
become effective after it is notarized by public notarial authority.
This Agreement shall be executed in eight originals. Each party holds one copy
and others will be submitted to the authorized governmental department in the
course of proceeding the transfer application procedures.
IN WITNESS WHEREOF this Agreement has been entered into the day and year first
above written.
PARTY A: TIANJIN TIANSHI BIOLOGICAL DEVELOPMENT CO., LTD.
SIGNED BY /s/ Xxxxxxx Xx
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DATE October 26, 2005
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CONTACT Xxxxx Xxx
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TEL 0000-00-00000000
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FAX 0000-00-00000000
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ADD. Xx. 0, Xxxxxxxx Xxxx, Xxxxxx Xxx-xxxx Xxxxxxxxxx Xxxx, Tianjin, P.R. China
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PARTY B: TIANJIN TIANSHI BIOLOGICAL ENGINEERING CO., LTD.
SIGNED BY /s/ Xxxxxxx Xx
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DATE October 26, 2005
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CONTACT Xxxxx Xxx
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TEL 0000-00-00000000
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FAX 0000-00-00000000
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ADD. Xx. 0, Xxxxxxxx Xxxx, Xxxxxx Xxx-xxxx Xxxxxxxxxx Xxxx, Tianjin, P.R. China
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