Technology Transfer Contract

Telephone ###-###-####

Fax: 0513 ###-###-####

Telephone:025-52107633

Fax: 025-52101493

1.

Technology secret range : Party B shall agree that technology, technology information and clinical approvals of the new drug Cisatracurium Besylate be transferred to Party A.

2.

Technology specification: Comply with SDA < Examination and Approval for New medicine>

3.

Degree of industrialized development of technology secret :Good.

1)

Review :1. New medicine name 2.Certificates and information. 3. Purpose and basis. 4. Conclusion and evaluation on the main research results. 5. Medicine instruction and recent reference. 6. Package, design samples.

2)

Pharmacological material: 7. Pharmacology study review. 8. Material producing technology study and reference; formula of the medicine.9. Experimental information and reference confirming the medicine chemical structure or composition. 10. Experimental information and reference of quality research. 11. Medicine draft. 12. Sample test report. 13. The derive and quality standard of pharmaceutical recipients. 14. Stableness research experimental information and reference. 15. Basis of selecting package material and vessels holding the medicine and their quality standard.

3)

Toxicology Materials of the medicine: 16. Pharmacology and toxicology study review. 17. The main pharmacology study experimental information and reference. 18. General Pharmacological study experimental information and reference.19.Acute toxicity test information and reference. 20. Long-term toxicity test information and reference. 21. The test of Hypersentivity, hemolysis and safety of delivering the medicine locally and systemically and reference. 23. Mutatiuon effect test information and reference. 24. Reproductive toxicity test information and reference. 25. Cancer effect test information and reference.

4)

Clinical Information

1.

Administration of the technology secret: Party B Finished information 1,2,3,4,5,5,7,8,9,10,12,13,14,15,18,19,20,21,22,23,24,25,28,29 and 30 before May 2003 in Nanjing.

2.

Transfer of the technology secret: Vacant

1.

Administration scope: Party A may arrange the scope of administration by itself. But the administration of the technology secret shall not invade other technologies of Party B.

2.

Administration method: Party A shall administrate the technology with instruction by staffs from Party B. Party A shall administrate the technology independently after producing three batches of qualified products.

3.

Administration validity: Administrate gradually on accordance with the payment of the technology transfer expense.

1.

Confidential content: technology information and relevant experimental data of the new drug Cisatracurium Besylate.

2.

Personnel : Relevant management staffs, research and development personnel in Party A.

3.

Confidential Term: on accordance with validity regulation in new medicine certificate and manufacture approval.

4.

Liability of disclosing the secret: The two sides shall neither disclose the relevant information, technology, information and material to others nor cooperates with a third side. The Party shall be investigated legal liability if it violates the contract.

1.

Technology service and instruction: Party B shall be responsible for the study and producing of new drug Cisatracurium Besylate.(Including technology, approval, new medicine certificate and so on)

2.

Methods of technology service and instruction: Party B shall be responsible for instructing Party A to master the producing technology and producing three batches qualified products.

1)

Party A shall pay 3,500,000 Yuan within 10 days after the contract coming into effect.

2)

Party A shall pay 1,500,000 yuan within 10 days after examination and acceptance.

3)

Party A shall pay 1,000,000 yuan within 10 days after acquiring clinical research approval of the medicine.

1.

Acquire the approval of the provincial SDA new medicine approval. Report to SDA before 31 May 2004.

2.

Acquire state new medicine clinical research approval before 31 June 2006.

3.

Attain state new medicine certificate and manufacturing approval.

1.

Not paying for transfer expense or submit relevant information confirmed in the contract.

2.

Not arranging professional technology personnel to cooperate with the other side

3.

Manage staffs not responsible

1.

Party A shall have the right to improve the technology secret transferred by Party B. Any substantial or innovative technology achievements due to Party A’s improvement shall belong to Party A. Relevant benefits shall be distributed as following: Party A’s innovative technology improvement results and the benefits belong to Party A.

2.

Party B shall have the right to improve the technology secret transferred. Any substantial or innovative technology achievements due to Party B’s improvement shall belong to Party B. Relevant benefits shall be distributed as following: Party A shall pay for the transfer expense if Party A requires the new improved innovative technology. The amount of the payment shall be consulted by the two sides.

1.

Either party fails to fulfill obligations without full reasons exceeding the term confirmed.

2.

Either party refuses to fulfill obligations desperately or for some excuses.

3.

Either party’s business condition changes substantially and is unable to implement the technology secret.

1.

Party A shall pay transfer expense in time . Party A shall pay the one ten-thousandth of penalty for breach the contract if Party A violates Article 11 in the contract. Party B shall have the right to terminate the contract and transfer the technology to the third Party if Party A fails to pay after receiving demand of payment in written form from Party B. Party B shall have the right not to return the transfer expense paid by Party A.

2.

Party B shall pass the initial examination of provincial Bureau of Drug Surveillance before 31 May 2004 and then summit to SDA. Party B shall attain the new medicine certificate before 30 June 2006. The transfer expense shall be subtracted by one-thousand of the total amount every exceeding month. Party B shall return the payment from Party A if the failure of application is due to technology.

3.

Either party shall pay 10% of transfer expense to the other party if it violates other regulations except Article 2.

1.

Record the processing of the work.

2.

Solve the problems in the research and development work.

3.

Finish periodical tarattain in time.

1.

Force majeure

2.

Failure of producing on the technology due to Party A’s failure in providing manufacture certificate or other important affairs.

1.

Technology evaluation report: None.

2.

Technology standard and regulation: None

3.

Initial design and technology documents: None.

4.

Other documents: None.