Bacillus Calmette-Guerin Vaccine Transfer Agreement

i.

biotechnology patent;

ii.

invited or developed by Guangdong Institute of Biological Products; and

iii.

owned by Hongyuan Pharmaceutical Technology Consulting Service Center of Yuexiu District of Guangzhou

i.

the transfer of patent herein is conducted in Guangzhou; and

ii.

Party B will not transfer the patent herein to any person or company other than Party A.

i.

pattern of use: Party B permits Party A to use the patent herein with Party A’s discretion;

ii.

scope of use: nationwide; and

iii.

term of use: perpetual use.

i.

certificate of new drug;

ii.

craft and technology for mass production; and

iii.

clinical direction and instruction.

i.

time of submission: Party B submits the materials for Party A’s evaluation upon the receipt of deposit of RMB 5million from Party A;

ii.

place of submission: Guangzhou; and

iii.

form of submission: in written form.

i.

content of technical secret: BCG Vaccine;

ii.

requirement of use the technical secret hereunder: limit to persons or employees of both parties; and

iii.

scope and term of non-disclosure of technical secret hereunder: perpetual.

i.

content of the technical service and instructions hereunder: design of clinical plan and craft and technology for mass production; and

ii.

form of providing the technical service and instructions hereunder: consult service and on-the-spot instructions.

i.

in consistent with the requirement for biological products set forth by State Food and Drug Administration of China; and

ii.

sufficient to obtain the manufacturing license.

i.

total amount of the fee for exclusive use permit is RMB 30million, and specially the fee for technical secret is RMB 20million and fee for technical service and instruction is RMB 10million; and

ii.

Party A pay the fee hereunder to Party B by stages and the payment schedule is as follows:

(i.)

Party should pay deposit amounted RMB 5million to Party B within 10 business days. When the evaluation results fail to meet the expectation agreed by both parties (the actual value is 10% higher or lower than RMB 40million), Party A is entitled to cancel this project and Party should fully return the deposit amounted RMB 5million to Party B within 5 business days. When the evaluation results meet the expectation agreed by both parties, Party A should pay Party B RMB0.2million if Party decides to cancel the project;

(ii.)

Party B should cooperate with Party A to conduct the evaluation upon the receipt of the deposit hereunder;

(iii.)

Upon the completion of evaluation, Party A should pay RMB 1million to Party B and Party B starts transferring the materials and information to Party A; and

(iv.)

Upon the receipt of certificate of new drug, Party A pay RMB10million to Party B.

i.

Party A is entitled to use the patent technology and technical secret for the purpose of the further improvement. The new technical outcome with material or innovative characteristics from the further improvement hereunder is owned by Party A; and

ii.

Party B is entitled to improve the patent technology and technical secret after transfer the patent to Party A. The new technical outcome with material or innovative characteristics from the further improvement hereunder is owned by Party B.

i.

Force Majeure; and

ii.

the change of Regulation on Biological Product Registration of PRC and other laws.

i.

arbitration; or

ii.

filing a lawsuit in People’s Court.