Preview | Distributorship Agreement |

This Agreement is made as of the 30th day of January, 2004, between LAM PHARMACEUTICAL CORPORATION, a corporation subsisting under the laws of Delaware, United States of America and having a business address at 800 Sheppard Avenue West, Commercial Unit 1, Toronto, Ontario, Canada M3H 6B4 (hereinafter LAM) and China National Pharmaceutical Foreign Trade Corporation (SINOPHARM), a corporation subsisting under the laws of the Peoples Republic of China, having a business address of Unit A No. 48 Xihai Nanyan, Xicheng District, Beijing, China 100035 (hereinafter Distributor")

WHEREAS LAM is engaged in the development and manufacture of pharmaceutical preparations including a proprietary wound healing product (Products) as hereinafter defined;

AND WHEREAS the Distributor wishes to become, and LAM wishes to engage Distributor as, an exclusive distributor of the Products in China to, among others, Hospitals, Clinics, and Doctors treating diabetic and other non-healing ulcers, subject to the terms and condition of this Agreement;

AND WHEREAS the parties would like to enter into a three year agreement to distribute LAMs Products in Territory;

NOW THEREFORE in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

Intellectual Property means all patents, copyrights, trademarks, designs, product formulation data, test results, trade secrets and all other intellectual property owned, used or claimed by LAM from time to time;

Person means any individual, company, corporation, partnership, joint venture, firm, trust, association, sole proprietorship, government or government agency, or other entity howsoever designated or constituted;

Products means LAMs wound healing product as more fully described in Schedule A attached hereto;

2. SCHEDULES

The following Schedules are attached hereto and form part hereof:

Schedule A Definition of Product

3. GRANT

3.1 Grant

Subject to the provisions of this Agreement, LAM hereby appoints the Distributor, for the Term, as its exclusive distributor of the Products in the Territory. LAM will sell to Distributor, and Distributor will buy from LAM, the Products for resale in the Territory. LAM reserves the right to revise the list of Products in Schedule A at any time during the Term on no less than 180 days notice to Distributor.

3.2 Right to Authorize Others / Direct Marketing

The appointment made hereunder is exclusive to the Distributor in the Territory. Provided the Distributor has not breached any of the terms and conditions hereof, LAM will not authorize any other Person to market or sell the Products in the Territory, nor appoint other distributors, representatives or agents to do so, nor market any of the Products in the Territory itself to or with other parties.

3.3 No Agents

The Distributor may not appoint or permit any agents or sub-agents or sub-contractors to carry out any of its obligations or to benefit from any of its rights hereunder, without LAMs prior written consent. However, for greater clarity, nothing herein shall prevent or limit Distributor from selling Products to its customers (Distributors Customers) for subsequent resale to end users in Territory, whether or not such sales shall be governed by separate supply or distribution agreements.

3.4 Relationship

This Agreement does not nor will it be deemed to constitute the Distributor as a partner, joint venturer, servant or employee of LAM. The Distributor will have no authority to bind LAM in any respect and will not hold itself out as owned by or associated with LAM other than as an independent LAM Distributor authorized to market and sell Products on the terms and conditions of this Agreement, or as otherwise specified herein.

3.5 Representative of Record

LAM appoints the Distributor, for the Term, as its Representative of Record in the Territory, and the Distributor may indicate this status to the extent necessary to comply with the law of Territory. The Distributor is hereby appointed as LAMs legal representative, solely for the purpose of the Marketing Authorization, and otherwise has no ability to bind or act on LAMs behalf.

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