Royalty Report: Food, Beverages, Drugs – Collection: 5305

License Grant

Seller shall sell, convey, transfer, and deliver to the Purchaser all right, title and interest to all of the intellectual property developed by Seller in connection with the formulas for Seller's health food bar and health drink.

License Property

The Seller has developed certain formulas for the creation of a health food bar and health drink and has invested considerable time, effort and expense in the development of these formulas

Field of Use

Purchaser desires to purchase all of the intellectual property developed by Seller in connection with Seller's formulas for a health food bar and health drink.

License Grant

The Parties will work collaboratively in deriving Collaboration Compounds from chemical libraries, novel chemical synthesis and natural products libraries, selecting certain Selected Collaboration Compounds (SCCs), optimizing SCCs through development and regulatory approval to become Licensed Compounds.

The Swiss Licensor will use reasonable efforts to assist Licensee in the manufacture of Licensed Products containing Licensed Compounds which are Bitter Blockers Compounds for use or commercial exploitation outside the Field, provided such assistance does not contradict Licensees commercial interests. In any event, such assistance may only be granted against appropriate remuneration and subject to a separate agreement to be negotiated in good faith.

License Property

With respect to a Licensed Compound that is a [] Compound.

The parties are developing compounds to improve the taste of pharmaceutical, food and beverage products.

Licensed Product means a Simple Product or an Incorporated Product.

SCC or Selected Collaboration Compound, means a Collaboration Compound that is selected by the Steering Committee pursuant to this agreement for development under the Development Plan.

Incorporated Product means a flavour or food ingredient system containing a Licensed Compound.

Licensed Technology means, with respect to a Licensed Compound, all Licensee Technology owned or Controlled by Licensee as of the date of the license grant by Licensee to Licensor pursuant to this agreement, that is necessary for making, having made, use, sale, and offer for sale of such Licensed Compound.

Licensed Compound means a SCC that is licensed and provided by Licensee to Licensor pursuant to this Agreement.

Bitter Blocker Compound means a compound that blocks or desensitizes bitter taste as determined by a human taste panel evaluation.

Enhancer Compound means a compound which enhances sweetness or savory sensation as determined by human taste panel evaluation.

Field of Use

This agreement pertains to sweetness and savory enhancers, as well as bitter blocker compounds, for use in the food and  beverage industry.

Field means all uses in foods and beverages by human or animals. For clarity, “Field” shall not include any use as nutritional supplements, dietetics, nutraceuticals, prescription and non-prescription medicines. Notwithstanding the foregoing, “Field” shall include the healthy foods and beverages specified below

Specific healthy foods and beverages included in the Field
Amino Acid Drinks
Asian Specialty Beverages
Beauty Drinks
Cereal Based Drinks
Concentrated Beverage Mixes (Liquid and Powder)
Energy Drinks
Fitness Waters (e.g. Propel)
Flavored Water
Fortified Carbonated Soft Drinks (e.g. Calcium Fortified 7 Up)
Fortified and Flavored Milk
Fortified Juice Drinks
Functional Enhanced Waters
Gel and Jelly Drinks
All Coffee and Tea based beverages (e.g. Lipton RTDGreen Tea, or Georgia RTD Coffee)
Infant Formulas
'Growing up or Starter Milks'
Meal Replacement Beverages (e.g. Ensure')
Probiotic Drinks
Smoothies
Soy Based Drinks and Milk (e.g. Silk)
Sports Drinks (e.g. Gatorade)
Vinegar Drinks
Yogurt based drinks (e.g. Actimel)
Fortified cereals and baked goods
Ice Cream
Protein Bars
Breakfast Bars
Energy Bars
Yogurt (e.g. Activia]

License Grant

Seller hereby grants, sells, conveys, assigns, transfers and delivers to Purchaser, and Purchaser accepts the Transfer and assumes all liabilities arising therefrom, all of Seller’s right, title and interest in and to (a)  the recipe, ingredient list and manufacturing instructions utilized by Seller in the manufacture of 'Pull-Apart Cakes'; (b) the equipment utilized by Seller at the Bakery to manufacture the Pull-Apart Cakes, namely a Rondo Make-Up Line, a Rondo Compass 3000 Sheeter and a Rondo PG 101 Climator.

License Grant

The Licensee entered into a license agreement under which Licensee purchased the Licensor's inventory of the food and nutritional products sold by the Licensor at the Licensor's cost and received from the Licensor the exclusive right to sell those products world-wide; Go§ and Cholesterade.

License Property

The Licensor divested its nutritional division on January 28, 1995 to focused on the telecommunications industry.

Go!R Slender Bars is a high fiber, low-fat meal replacement or snack food

Cholesterade is a cholesterol reducing drink.

License Grant

Licensor shall grant Swiss Licensee an exclusive, non-assignable (except to its Affiliates) licence under the applicable Licensed Technology worldwide and the Regulatory Approval in such Major Market to make, have made, use, sell, have sold and generally commercially exploit such SCC in the Field, with the limited right to sublicense in accordance with this agreement.

Licensee will use reasonable efforts to assist Licensor in the manufacture of Licensed Products containing Licensed Compounds which are Bitter Blockers Compounds for use or commercial exploitation outside the Field, provided such assistance does not contradict Licensees commercial interests. In any event, such assistance may only be granted against appropriate remuneration and subject to a separate agreement to be negotiated in good faith.

License Property

Licensor is developing compounds to improve the taste of pharmaceutical, food and beverage products.

Licensed Product means a Simple Product or an Incorporated Product.

SCC or Selected Collaboration Compound, means a Collaboration Compound that is selected by the Steering Committee pursuant to this agreement for development under the Development Plan.

Incorporated Product means a flavour or food ingredient system containing a Licensed Compound.

Licensed Technology means, with respect to a Licensed Compound, all Licensor Technology owned or Controlled by Licensor as of the date of the license grant by Licensor to Licensee pursuant to this agreement, that is necessary for making, having made, use, sale, and offer for sale of such Licensed Compound.

Licensed Compound means a SCC that is licensed and provided by Licensor to Licensee pursuant to this Agreement.

Bitter Blocker Compound means a compound that blocks or desensitizes bitter taste as determined by a human taste panel evaluation.

Enhancer Compound means a compound which enhances sweetness or savory sensation as determined by human taste panel evaluation.

Field of Use

This agreement pertains to sweetness and savory enhancers, as well as bitter blocker compounds, for use in the food and  beverage industry.

Field means all uses in foods and beverages by human or animals. For clarity, “Field” shall not include any use as nutritional supplements, dietetics, nutraceuticals, prescription and non-prescription medicines. Notwithstanding the foregoing, “Field” shall include the healthy foods and beverages specified below

Specific healthy foods and beverages included in the Field
Amino Acid Drinks
Asian Specialty Beverages
Beauty Drinks
Cereal Based Drinks
Concentrated Beverage Mixes (Liquid and Powder)
Energy Drinks
Fitness Waters (e.g. Propel)
Flavored Water
Fortified Carbonated Soft Drinks (e.g. Calcium Fortified 7 Up)
Fortified and Flavored Milk
Fortified Juice Drinks
Functional Enhanced Waters
Gel and Jelly Drinks
All Coffee and Tea based beverages (e.g. Lipton RTDGreen Tea, or Georgia RTD Coffee)
Infant Formulas
'Growing up or Starter Milks'
Meal Replacement Beverages (e.g. Ensure')
Probiotic Drinks
Smoothies
Soy Based Drinks and Milk (e.g. Silk)
Sports Drinks (e.g. Gatorade)
Vinegar Drinks
Yogurt based drinks (e.g. Actimel)
Fortified cereals and baked goods
Ice Cream
Protein Bars
Breakfast Bars
Energy Bars
Yogurt (e.g. Activia]

License Grant

The Licensor  hereby assigns, transfers and conveys outright and absolutely to the Licensee all ownership, right, title and interest in and to the System and the Proprietary Marks and all elements, characteristics and property thereof, and all goodwill associated therewith, free and clear of any lien, claim, encumbrance or retained interest whatsoever, subject to and except only the following
(a) Licensee's rights to blending the formulation as described within the Intellectual Property Purchase Agreement, unless the Licensor ceases doing business, or are disabled in being able to blend the said formula.

License Property

The Licensor owns the formula and recipe for a proprietary hemp energy shot. Original Formula Hemp Juice Energy Shot –·A two ounce shot made with hemp juice, aloe, sweetened with stevia and agave nectar and fortified with vital nutrients and amino-acids enriched with a proprietary blend of herbal extracts to deliver a boost of energy and all day focus.

The term “Proprietary Marks” shall mean, collectively and individually, Federal Trademark/Service; and all other copyrights, trademarks, trade names, service marks, logos, emblems and other indicia of origin used to identify the System; together with all goodwill associated with all of the foregoing.

Field of Use

The Licensee desires to purchase of Intellectual Property related to the formulation and preparation of a 2 oz hemp energy shot.

License Grant

Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase, acquire and accept from each Seller, the business of the respective Sellers as a going concern (the 'Business'), including all of the Sellers assets of every kind and description as set forth hereto (the Purchased Assets).

Part of the conditions to obligations of the sellers and the stockholder, each Seller and the Stockholder to consummate this Agreement and the transactions contemplated hereby (Form of License Agreement) are subject to the fulfillment, prior to or at the Closing, of the following conditions precedent

License grant by Buyer   Buyer shall have executed and delivered to Seller an exclusive, perpetual, assignable, fully paid-up, royalty-free license to use the Seller IP solely for liquid beverages (including 'shooters') in substantially the form of the 'Seller Pharmaceutical License Agreement'.

Licensor (Buyer) hereby grants to Licensee (Seller), subject to the terms and conditions of this Agreement, a fully paid-up and royalty- free right and exclusive license, including the right to grant sublicenses, under the Patent Rights to make, have made, use and sell Licensed Products in the field during the term in the territory.

In the event that Buyer obtains revenue or other measurable economic benefit ('Gross Revenues') from products or services covered by a Valid Claim.

License Property

Patent Rights shall mean Licensor intellectual property described below
The United States and foreign patents / applications
United States            Patent Appln. No. 09/584,220       Filed May 31, 2000
United States            Patent Appln. No. 09/962,514       Filed September 24, 2001
United States            Patent Appln. No. 10/396,117       Filed March 25, 2003

Field of Use

Field shall mean the development, manufacture and sale of kava kava extracts, and components thereof, for use in beverages and drink formulations.