Attached files

file filename
EX-23.2 - CONSENT OF WEI, WEI & CO., LLP - CHINA GEWANG BIOTECHNOLOGY, INC.exhibit232.htm
EX-10.10 - LICENSE AGREEMENT SUPPLEMENT AGREEMENT - CHINA GEWANG BIOTECHNOLOGY, INC.f1010.htm
EX-21.1 - SUBSIDIARIES - CHINA GEWANG BIOTECHNOLOGY, INC.f211.htm
EX-10.6 - PRODUCT MANUFACTURE AND PURCHASE AGREEMENT - CHINA GEWANG BIOTECHNOLOGY, INC.f106.htm
EX-2.1 - SHARE EXCHANGE AGREEMENT - CHINA GEWANG BIOTECHNOLOGY, INC.f21.htm
S-1 - FORM S-1 - CHINA GEWANG BIOTECHNOLOGY, INC.chinagewangs1new.htm

Exhibit 10.9

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Licensing Agreement


Party A: Shandong Academy of Agriculture


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Party B: Guangdong Ge wang Biotechnology Shares Co., Ltd.


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On the basis of the principle of mutual complementarities and mutual benefits, Party A agrees Party B to use the recipe of xikang capsule, xizhi capsule and organic selenium powder to promote the mutual prosperity and development and realize the goal of win-win cooperation. According to the stipulation of Contract Law of People's Republic of China and relevant laws and regulations, and after friendly negotiation, both parties reach the following articles in order to comply mutually.


Article One Contract Object


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Party A allows Party B to use its non patented technology which is of independent research and development, and that is the three recipes of xikang capsule, xizhi capsule and organic selenium powder (hereinafter generally referred to as the product or recipe)


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Article Two Service Life


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Party A and Party B agree to license the service life is five years and calculated from the date of signing the contract. After the contract expires, Party B enjoys the priority right of renewal if Party A continues to allow other parties using this recipe.


Article Three Contract Amount


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Party A allows Party B using this recipe, and Party B shall pay Party B usage charges of RMB 0.6 million. Usage charges of the first year is to be paid within 30 working days that from the date of signing the contract and the rest of usage charges is to be paid before 1 February each year.


Article Four Development and Upgrade of the Recipe


1使使使

   To further perfect the recipe, Party A has the right to upgrade, research and develop the recipe, and the recipe ownership after the exploitation belongs to Party A. Party A shall notice Party B promptly, and Party A can choose to use the original recipe or upgraded recipe. Usage charges of upgraded recipe can be further discussed.


2使使

    For the development of selenium enrichment industry, in the process of using the recipe, Party B can improve the recipe according the actual conditions, and ownership of recipe that is improved belongs to Party B, but Party A has the right to use the recipe freely.


Article Five Rights and Obligations of Party A


1

    Party A holds the recipe of xikang capsule legally, and this recipe has not been registered and certificated by Intellectual property rights related institutions within China.


2使使使

   Party A allows Party B to paid-use this recipe in the purpose of attaining benefits. Party A allows Party B to use its own registered trademark in the xikang capsule products which are produced with this recipe.


3使

   Party A has the right to charge Party B the using fee of this recipe according to the agreements of this contract.


4

   This recipe belongs to intangible assets, Party A has the right to ask Party B to protect the trade secrets.


5

   Party B shall in cooperation with the third party to produce xikang capsules after the agreement of party Aand the pharmaceutical production enterprise should be assigned by party A as the third party, which is guaranteed as a legal drug manufacturer.


6

   Party A shall provide Party B the basal components, pharmacology, pesticide effect, fit people and relevant precautions.

7使

   To further perfect the recipe, if Party A improves the Prescription content, it shall notice Party B promptly. Party A has the right of final explanation of the recipe.


8

    Party A assures the development of the recipe will never harm the legal rights of the third Party, if the third Party prosecutes Party B because of this, then Party A shall compensate damages, counsel fee, litigation referee fee, etc relevant failure costs that has paid by Party B.


Article Six Rights and Obligations of Party B


1

   Party B is a legal business entity which runs selenium enrichment products professionally, products and sales the selenium enrichment products according to the recipe that is provided by Party A in formal ways.


2

   Party B has the right to produce products by itself according to this recipe and can also produce products with the third party, but choose the cooperative parties only according to the permission or assignment of Party A.


3使

    Within the time limit of the contract, Party B has the right to use its registered trademark to sale the selenium enrichment products produced with this recipe.


4

   Party B has the right for knowledge of this recipe, Party B has the right to ask Party A to provide the basic information and relevant certifications of this recipe; if during the period of cooperation, Party A changes the recipe, Party B has the right to acquire relevant information of first hand.


5使

   Party B shall pay usage charges of this recipe promptly according to the contract.


6使

   Party B has the secrecy obligation to the recipe information that is provided by Party A, and without the permission of Party A, Party B shall not reveal or allow others to use.


7

   Party B cannot utilize the relevant information that is provided by Party A to conduct other illegal activities.


Article Seven Violation Liability


1

   If any party within the two parties violate any item of the regulation of this contract, any party shall remind the other party to correct within deadline, if the party does not correct after the remind, one party within these two parties can terminate the contract and ask damage compensation according to laws.


2

   If any party causes damage on the other party, the party shall be traced of violation liability and compensation. Breaching party shall assume violation liabilities and compensate the other party economic damages and the compensation standard is subject to relevant regulations of the country's economic contract law.


Article Eight Confidentiality Agreement


1

   When the contract expires, if two parties do not renew, Party B shall give back all technical information of Party A after one month that the contract is terminated.


2

    Party B promises not to reveal the recipe information that is provided by Party A, and this item holds good after the contract is terminated.


Article Nine Dispute Resolution


In the process of performing the agreement, if dispute happens, both parties shall negotiate friendly to settle down according to the rules of long term cooperation. If the negotiation cannot settle down the disputes, any party has the right to file a suit to the peoples court that Party A locates and the law of the People's Republic of China is applicable.


Article Ten Termination and Dissolution of the Contract


1

  The contract shall be terminated automatically once it expires, except for the two sides agreed to delay in writing.


2

If any party violates any item of the contract, another party can terminate the contract.


3

   Both sides of one party have bankruptcy, liquidation, dissolution or classified by Banks as dishonored account, the other may terminate the contract.


Article Eleven Validity of Contract


1

   If this contract has unaccomplished matters, both parties can negotiate and sign additional agreements separately, and as a part of the contract, additional agreement has the equal legal effect with this contract.


2

   This contract takes effect by representative or authorized representatives of both parties as of the date of signature and seal.


3

    This contract is in duplicate, each party holds one with the same legal effect.





Party A (seal): Shandong Academy of Agriculture

Representative of Party A: Fu XU





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Party B (seal): Guangdong Ge wang Biotechnology Shares Co., Ltd.

                        

Representative of Party B: Shili ZHANG     

2015 12 30

Signed date: December 30, 2015



 


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