Royalty Report: Drugs, Supplements, Therapeutic – Collection: 229588

License Grant

Pursuant to the agreement, Licensor agrees to supply a specific compound called Metafolin® to Licensee for use in dietary supplements within a defined market, and Licensee agrees to purchase 100% of its Metafolin requirements from Licensor. Under the agreement, Licensee has an exclusive license under a number of U.S. and international patents, as well as related trade secrets, know-how and trademark rights, to make and sell Licensee products positioned in the pediatric market (i.e., targeted for children 0-3 years of age) in the U.S. Under the agreement,  Licensee also has a non-exclusive license under the same intellectual property rights to make and sell  Licensee dietary supplement products within the U.S. outside of certain specified fields, including products containing Metafolin in combination with folic acid or any other folate, products positioned for type II diabetes, pharmaceutical drugs, and medical, fortified, and special dietary foods.

License Property

Metafolin® is a compound used in dietary supplements..

Field of Use

This agreement pertains to the industries related to dietary supplements including pediatric nutrition, products for type II diabetes, pharmaceutical drugs and special dietary foods.

License Grant

The Company manufactures and supplies product in bulk for Licensee.  Licensee is responsible for the packaging, marketing and distribution of SUGARDOWN® in certain territories within Asia.  In addition, Licensee is able to purchase the SUGARDOWN product directly from the US manufacturer and sell it within Licensee’s distribution area.

Licensee, through a wholly owned subsidiary, has purchased an aggregate 1,799,800 shares of the Company’s common stock in conjunction with the Company’s private placement offerings during the years ended December 31, 2012 and 2011. The shares were purchased on the same terms as the other participants acquiring shares in the respective offerings.  A director of the licensee company joined the Company’s Board in December 2013.

License Property

SUGARDOWN® is a non-systemic complex carbohydrate-based dietary food supplement to support healthy post-meal blood glucose using proprietary processes and technology.  SUGARDOWN® designated dietary supplement consists of a complex carbohydrate composition.

Field of Use

This agreement pertains to dietary supplement designed to support healthy blood glucose levels.

License Grant

Licensor grants to Licensee during the Term of this Agreement as to each particular Product the right and license to practice and use the CDT Rights in the manufacture, marketing, distribution, sale and use of the Products in the U.S., including the right to manufacture or have manufactured, market, distribute and sell to third parties. Licensee shall have the right to sublicense the foregoing rights to third parties, in a single tier only, to the extent reasonably necessary to supplement the manufacturing and distribution capabilities of Licensee, subject to the prior approval of Licensor, which shall not be unreasonably withheld.

License Property

Product means any of the Dietary Supplement products listed on this Agreement that use the CDT Rights or any additional Dietary Supplement product using CDT Rights that is added to this Agreement in accordance with the provisions of this Agreement. Products shall not include any product which is not a Dietary Supplement.
List of Products:
Glucosamine/Chondroitin
Glucosamine/Chondroitin MSM
Glucosamine Complex
EsterC

Controlled Delivery Technology (CDT)

Patent Rights means all rights to (a) the patents and patent applications identified in this Agreement, (b) any other United States patent or patent application that is owned by Licensor as of the Effective Date and that relates directly or indirectly to any CDT Know-How, any Product, or the design, development, manufacture, testing or use of any Product; and (c) any United States patent or patent application that is filed or acquired by Licensor on or after the Effective Date and that relates directly or indirectly to any CDT Know-How, any CDT Improvements, any Product, or the design, development, manufacture, testing or use of any Product.

US Patent No. 6,337,091-Matrix for controlled delivery of highly soluble pharmaceutical agents
US Patent No. 6,090,411 -Monolithic tablet for controlled drug release

CDT Rights means the Patent Rights, the CDT Know-How, the Other Rights, and the CDT Improvements.

Other Rights means (a) the trademarks identified in this Agreement; (b) any other trademark or service mark that is owned by Licensor as of the Effective Date and that relates directly or indirectly to any Patent Right, any CDT Know-How or any Product; (c) any other Proprietary Right that is owned by Licensor as of the Effective Date (other than the Patent Rights and the CDT Know-How) and that relates directly or indirectly to any Patent Rights, any CDT Know-How, or any Product, (d) any Proprietary Right that is developed or acquired by Licensor on or after the Effective Date (other than any such right that becomes part of the Patent Rights, CDT Know-How, or the CDT Improvements) and that relates directly or indirectly to any Patent Right, any CDT Know-How, any CDT Improvement or any Product; and (e) all goodwill of Licensor associated with the foregoing.

The trademarks identified on this Agreement have been duly registered in the U.S. Patent and Trademark Office. None of the trademarks included in the Other Rights is or has been involved in any opposition or cancellation proceeding, and, to the best of Licensors knowledge, there is no basis for the commencement of any such proceeding. To the best of Licensors knowledge, there are no trademarks owned by third parties that are confusingly similar or dilute any of the trademarks included in the Other Rights.

1. CDT Controlled Delivery Technology trademark with Federal Registration Serial Number 78261152.
2. CDT trademark with Federal Registration Number 2507519.

Field of Use

Licensor's CDT technology to Perrigo for the manufacture, marketing, distribution, and sale of specific dietary supplements.

Licensor's innovative proprietary and patented Controlled Delivery Technology (CDT®) drug delivery technologies enable us to formulate tablets or capsules that release their active agents predictably and programmably over a specified timeframe of up to 24 hours. Our CDT technology platform is designed to reduce the frequency of drug administration, improve the effectiveness of the drug treatment, ensure greater patient compliance with a treatment program, and reduce side effects or increase drug safety. In addition, our amino-acid technology can be incorporated into oral formulations to increase the solubility characteristics of previously non-soluble and sparingly soluble drugs without employing costly micro-milling and coated particle technologies.