General Agent Agreement

Translated from the original Chinese version]



[***] ? Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




General Agent Agreement








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Supplier ( Party A): Hainan Zhonghe Pharmaceutical Co. Ltd.

Address: No.168 Nanhai Street, Haikou, Free Trade Zone.



Purchaser(Party B): [***]

Adress: [****]



In accordance with "Contract Law of the People's Republic of China", the Parties have through sufficient consultations, based on the principles of mutual reciprocity, friendly cooperation and corporate development, entered into the Agreement, Party A hereby authorizes Party B to distribute, on behalf of Party A, Party A's product Desmopressin Acetate Injection (4 ? g/shot) (hereinafter referred as "Product") for China (Except for Hubei, Henan, Guangdong province).







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I. Corporate Product

General name: Desmopressin Acetate Injection;

Specification: 4 ? g/shot

Package: 10 shot/box, 600 shot/piece ;



II Cooperation



1. Party appoints Party B as sole exclusive distributor for all area through China (Except for Hubei, Henan and Guangdong province), Party A shall not, during the period of this Agreement, in any way or by any reason, appoint any other party to or by itself sell the Product, otherwise it will pay to Party B a compensation equal to 2-fold of sale amount proceeded from such activity. Party B shall not in any wat or by any reason deputize any other manufacturer's product of the same kind, otherwise it will pay to Party A a compensation equal to 2-fold of its sale amount proceeded from such activity, meanwhile the authorization be cancelled correspondingly.



2. Party A shall provide product meet national statutory standard according to order plan set by Party B. Party A shall guarantee that the amount to be supplied and term of delivery are in accordance with Party B's requirements.






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3. Party B will take charge the design of promotional material for the Product (should be in conformity with "Drug Control Law of the Peoples Republic of China"), autonomously propagandize, spread and sell the Product and bear the expense caused herewith, the plan for design shall be filed with Party A after their acceptance by Party A.



4. During the period of cooperation, both parties have the responsibilities to main the other party's reputation and market image.



III Term of Market Development, Term of Cooperation, Sale Target and Assessment and Incentives



1. Term of Cooperation: 5 Year



Both parties agree that the term of cooperation is 5 years (from February 19, 2008 to December 31, 2012). Upon termination of the cooperation, the contract could be renewed between both parties to another year provided that Party B fulfill sale target.



2. Sale Target



(1) First year: yearly sale amount: [**] shots (term: February 19, 2008 to December 20, 2008)







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Detail target to each stage:

Feb 19 Mar Apr May Jun Jul Aug Sep Oct Nov Dec
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(2) Within the contractual period, during the first 3 years, the second year's sale amount shall have a proportionally increasing rate no less than 25% compared with last year's actual sale amount (calculated by quantity), the sale target and schedule of another year will be signed solely as appendix thereof, which shall have the same legal force with the Agreement.



3. Performance Assessment

In the first cooperating year, Party will quarterly assess Party B's sale performance which shall not be less than 100% of commission amount in to whole year's target, otherwise Party A has the right to cancel the sole exclusive agent license of the Product and withhold the deposit. If Party B fulfill the sale target at the terms agreed on upon the termination of this Agreement, Party B will have the deposit refund. Party A shall net the deposit against payment for goods.







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IV Settlement Price, Advance, Payment Term

1. Settlement Price for Product:

1) Price Party A supply Party B



Product Name Specification ? ? ? ? ?
Desmopressin Acetate Injection 4 ? g/shot Supply Price




2) Both parties agree that under the circumstance the relevant competent department (e.g. National Development and Reform Commission) adopt price-lowering policy on the Product, the changed supply price be settled by negotiation by both parties. The changed price herewith shall be accepted by both parties and signed as appendix thereof, which shall have prior legal right to this Agreement.



1) Deposit (hereinafter called "Deposit") for Party B generally distributing the Product is RMB[***] Yuan . Within 7 working days after signature of this Agreement Party B shall remit the Deposit and down payment with amount of RMB[***] Yuan , amounting to RMB[****] Yuan in total to the account appointed by Party A, if Party delays in payment, Party A is entitled to cancel this Agreement.







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2) Party A shall make VAT invoice to Party B according to supply price.



3) If it is agreed between both party to terminate th ...