AGREEMENT
ASSET ACQUISITION AGREEMENT ("the Agreement"), dated May 16, 2007, by and
between Metabolic Research, Inc., a Nevada corporation with its principal
offices at: 00000 Xxxxxxx Xx, Xxx Xxxxx, XX 00000 (the "Buyer") and Partners
in Science Holdings, Inc. a Nevada corporation with its principal offices at
0000 Xxxxxxx Xx. Xxx Xxxxx, XX 00000 (the "Seller").
RECITALS:
WHEREAS, Seller is in the business of developing or acquiring
proprietary technologies and intellectual properties, thereafter exploiting
and capitalizing on such directly or indirectly in the marketplace; and
WHEREAS, Seller has developed or acquired certain proprietary
technologies and intellectual properties relating to the preparation,
marketing, and distribution of a variety of nutraceutical preparations and
formulae further detailed in Exhibit "A", attached hereto (the "Subject
Assets"); and
WHEREAS, Seller desires, for the direct individual benefit of its
shareholders, to capitalize on the forgoing by the sale, transfer, and
assignment of the Subject Assets; and
WHEREAS, Buyer desires to acquire the Subject Assets under the terms
and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants and
agreements herein, and other good and valuable consideration, the adequacy,
sufficiency and receipt of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
Definitions
1.1 Definitions. As used in this Agreement, the following terms shall
have the following meanings:
(a) "Subject Assets" means the products, TMs and trade names,
technologies, patents and patent applications, and contracts detailed in
Exhibit A attached hereto, together with any and all further extensions
thereto in equity, custom, and law.
(b) "Term" shall mean the term of this Agreement, which shall commence
on the date hereof and shall remain in effect until the expiration or
abandonment of the last remaining Valid Claim of any issued patents or
trademarks and filed patent or trademark applications adjunct to the Subject
Assets. All other elements of the Subject Assets shall be perpetual.
ARTICLE II
Subject Assets
2.1 Grant. Seller hereby grants to Buyer, and Buyer hereby accepts, an
absolute, exclusive, unfettered, irrevocable, perpetual, sale, transfer, and
assignment of the Subject Assets and together with further extensions or
improvements thereto.
2.2 Products. The Subject Assets include fifteen (15) formulations
listed in Exhibit A. Seller will provide full and complete documentation on
such.
2.3 TMs and Trade Names. The Subject Assets include four (4) brand
names listed in Exhibit A. Seller will provide full and complete
documentation on such including graphics.
2.4 Patents. The Subject Assets include six (6) provisional patents
listed in Exhibit A. Seller will provide full and complete documentation on
such. The Subject Assets also include two (2) technologies yet to be filed as
patents as listed in Exhibit A. Seller will provide full and complete
documentation on such.
2.5 Contracts. The Subject Assets include nine (9) contracts listed in
Exhibit A summarized as follows:
(a) Employment Contracts. Buyer acquires three (3) Employment
Contracts for X. X. Xxxx, Xxxxx X. Xxxxxxx, and Xxxxx Xxxxxxx.
(b) Royalty Contracts. Buyer accepts two (2) Royalty Contracts
(Xxxxxxx & Xxxx) in conjunction with the "Fitness Formula" listed in Exhibit
A. Buyer also accepts a Royalty Contract (Xxxxxxxx) in conjunction with the
"Olive Leaf" listed in Exhibit A.
(c) Private Label Contract. Buyer acquires a "Private Label" Contract
(Double B Broadcasting) in conjunction with the "Fitness Formula" listed in
Exhibit A.
(d) Receivable Contract. Buyer acquires a one hundred thousand dollar
($100,000) Receivable Contract and twenty percent (20%) equity in Rue IQ, Ltd.
(e) Note Receivable. Seller forgives the thirty six thousand four
hundred forty eight dollar ($36,448) balance due on a Promissory Note from
Buyer as an integral part of this Agreement.
(f) Cash. Seller provides one hundred twenty five thousand dollars
($125,000) cash to the Buyer as an integral part of this agreement.
ARTICLE III
CONSIDERATION
3.1 Consideration. In consideration of this Asset Acquisition, Buyer
shall issue an aggregate of twenty six million two hundred thirty one thousand
(26,231,000) shares of its restricted common stock (the "Consideration Shares")
as follows:
Upon execution of this Agreement, Buyer shall issue directly to the
shareholders of record of the Seller, as of the close of business May 8,
2007, one share of Buyer's restricted common stock (the "Consideration
Shares") for each share of Seller's common stock owned, for an aggregate of
twenty six million two hundred thirty one thousand (26,231,000) shares of the
common stock of Buyer, which is hereby acknowledged and agreed to constitute
Consideration for the Subject Asset Acquisition.
ARTICLE IV
Representations and Warranties
4.1 Seller's Representations and Warranties. Each Seller, jointly and
severally, hereby warrants and represents to Buyer that:
(a) Authority. This Agreement constitutes the legal, valid and
binding obligation of each Seller, enforceable against each of them in
accordance with its terms. Upon the execution and delivery by each Seller of
this Agreement, this Agreement will constitute the legal, valid and binding
obligation of each Seller, enforceable against each of them in accordance
with its terms. Each Seller has the absolute and unrestricted right, power
and authority to execute and deliver this Agreement and to perform its
obligations under this Agreement, and such action has been duly authorized by
all necessary action of each Seller.
(b) Infringement; No Conflict; Litigation. No patent or other
intellectual property right of any third party is infringed or has been
challenged or threatened in any way. To Seller's knowledge, there is no
claim of any third party that may potentially infringe or otherwise interfere
with this Agreement. Neither the execution and delivery of this Agreement nor
the consummation or performance of any of the transactions contemplated
hereunder will, directly or indirectly (with or without notice or lapse of
time), breach or give any governmental authority or other person the right to
challenge this Agreement or any of the transactions contemplated hereunder.
Seller has not granted any other Assignments with respect to the Subject
Assets. Seller is not aware of any existing or threatened litigation
concerning the forgoing.
(c) No Consent Required. Seller is not required to give any notice to
or obtain any consent from any person in connection with the execution and
delivery of this Agreement or the consummation or performance of any of the
transactions contemplated hereunder.
(d) Ownership. Seller is the sole and exclusive owner of the entire
right, title and interest in and to the Subject Assets, free and clear of all
liens or other encumbrances except as disclosed in the Contracts listed in
Exhibit A. Seller has full legal right, authority to grant the exclusive
conveyance to Buyer as set forth herein.
(e) Intention. In addition to the assets and formulae that Seller is
retaining, Seller intends to continue to develop or acquire innovative
technologies to exploit for the benefit of its shareholders.
(f) Securities Matters.
(i) Seller acknowledges its understanding that the issuance of
the Consideration Shares hereunder is intended to be exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act").
(ii) Seller understands that the Consideration Shares will not
be registered under the Securities Act or the securities laws of any state
thereof, nor is such registration contemplated. Seller understands and agrees
further that such shares must be held and may not be transferred until and
unless the shares are registered under the Securities Act and the securities
laws of any other jurisdiction or an exemption from registration under the
Securities Act and any applicable laws is available. Seller understands that
legends stating that the shares have not been registered under the Securities
Act and the securities laws of any other jurisdiction and setting out or
referring to the restrictions on the transferability and resale of the shares
will be placed on all documents evidencing the shares.
(g) Full Disclosure. No representation or warranty of Seller in this
Agreement omits to state a material fact necessary to make the statements
herein, in light of the circumstances in which they were made, not
misleading. There is no fact known to Seller that has specific application
to the Subject Assets and that materially adversely affects or, as far as can
be reasonably foreseen, materially threatens the Subject Assets that has not
been set forth in this Agreement.
4.2 Buyer's Representations and Warranties.
(a) Authority. This Agreement constitutes the legal, valid and
binding obligation of Buyer, enforceable against Buyer in accordance with its
terms. Upon the execution and delivery by Buyer of this Agreement, this
Agreement will constitute the legal, valid and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms. Buyer has the
absolute and unrestricted right, power and authority to execute and deliver
this Agreement and to perform its obligations under this Agreement, and such
action has been duly authorized by all necessary action of Buyer.
(b) Issuance of Consideration Shares. The Consideration Shares, when
issued in accordance with the terms hereof and on the basis of the
representations and warranties of set forth herein and paid for as herein
provided, shall be duly and validly issued, fully paid, and non-assessable.
ARTICLE V
Patent Prosecution
5.1 Responsibility for Patent Rights. Buyer shall prepare, file,
prosecute, and maintain all of the Patent Rights. Seller and its appointed
patent attorneys shall transmit all patent correspondence received from any
patent office shall be provided to Buyer promptly upon receipt.
5.2 Payment of Expenses. Buyer shall be responsible for the payment of
all reasonable and necessary fees and costs, including reasonable attorney's
fees, relating to the filing, prosecution and maintenance of the Patent
Rights.
ARTICLE VI
Indemnity and Defense Obligations
6.1 Indemnity by Seller. Each of Seller shall, jointly and severally,
indemnify and hold harmless Buyer, and its representatives, shareholders,
directors, officers, employees, agents, subsidiaries, and affiliates
(collectively, the "Buyer Indemnified Persons"), and shall reimburse the
Buyer Indemnified Persons for any loss, liability, claim, damage, expense
(including costs of investigation and defense and reasonable attorneys' fees
and expenses) or diminution of value, whether or not involving a third party
claim (collectively, "Damages"), arising from or in connection with the
following: (a) any breach of any representation or warranty made by Seller in
this Agreement and any other certificate, document, writing or instrument
delivered by Seller pursuant to this Agreement; and (b) any breach of any
covenant or obligation of Seller in this Agreement or in any other
certificate, document, writing or instrument delivered by Seller pursuant to
this Agreement.
6.2 Indemnity by Buyer. Buyer shall indemnify and hold harmless
Seller, and its representatives, shareholders, directors, officers,
employees, agents, subsidiaries, and affiliates (collectively, the "Seller
Indemnified Persons"), and shall reimburse the Seller Indemnified Persons for
any loss, liability, claim, damage, expense (including costs of investigation
and defense and reasonable attorneys' fees and expenses) or diminution of
value, whether or not involving a third party claim (collectively,
"Damages"), arising from or in connection with the following: (a) any breach
of any representation or warranty made by Buyer in this Agreement and any
other certificate, document, writing or instrument delivered by Buyer
pursuant to this Agreement; and (b) any breach of any covenant or obligation
of Buyer in this Agreement or in any other certificate, document, writing or
instrument delivered by Buyer pursuant to this Agreement.
6.3 Third-Party Claims.
(a) "Third-Party Claim" means any claim against any Indemnified Person
by a third party, whether or not involving a Proceeding. Promptly after
receipt by a person entitled to indemnification pursuant to Sections 6.1 or
6.2 hereof (an "Indemnified Person") of notice of the assertion of a Third-
Party Claim against it, such Indemnified Person shall give notice to the
person obligated to indemnify it under such Section (an "Indemnifying
Person") of the assertion of such Third-Party Claim, provided that the
failure to notify the Indemnifying Person will not relieve the Indemnifying
Person of any liability that it may have to any Indemnified Person, except to
the extent that the Indemnifying Person demonstrates that the defense of such
Third-Party Claim is prejudiced by the Indemnified Person's failure to give
such notice.
(b) If an Indemnified Person gives notice to the Indemnifying Person
of the assertion of a Third-Party Claim, the Indemnifying Person shall be
entitled to participate in the defense of such Third-Party Claim and, to the
extent that it wishes (unless (i) the Indemnifying Person is also a Person
against whom the Third-Party Claim is made and the Indemnified Person
determines in good faith that joint representation would be inappropriate or
(ii) the Indemnifying Person fails to provide reasonable assurance to the
Indemnified Person of its financial capacity to defend such Third-Party Claim
and to provide indemnification with respect to such Third-Party Claim), to
assume the defense of such Third-Party Claim with counsel satisfactory to the
Indemnified Person. After notice from the Indemnifying Person to the
Indemnified Person of its election to assume the defense of such Third-Party
Claim, the Indemnifying Person shall not, so long as it diligently conducts
such defense, be liable to the Indemnified Person hereunder for any fees of
other counsel or any other expenses with respect to the defense of such
Third-Party Claim, in each case subsequently incurred by the Indemnified
Person in connection with the defense of such Third-Party Claim, other than
reasonable costs of investigation. If the Indemnifying Person assumes the
defense of a Third-Party Claim, (i) such assumption will conclusively
establish for purposes of this Agreement that the claims made in that Third-
Party Claim are within the scope of and subject to indemnification, and (ii)
no compromise or settlement of such Third-Party Claims may be effected by the
Indemnifying Person without the Indemnified Person's Consent unless (A) there
is no finding or admission of any violation of Legal Requirement or any
violation of the rights of any person; (B) the sole relief provided is
monetary damages that are paid in full by the Indemnifying Person; and (C)
the Indemnified Person shall have no liability with respect to any compromise
or settlement of such Third-Party Claims effected without its Consent. If
notice is given to an Indemnifying Person of the assertion of any Third-Party
Claim and the Indemnifying Person does not, within ten (10) days after the
Indemnified Person's notice is given, give notice to the Indemnified Person
of its election to assume the defense of such Third-Party Claim, the
Indemnifying Person will be bound by any determination made in such Third-
Party Claim or any compromise or settlement effected by the Indemnified
Person.
(c) Notwithstanding the foregoing, if an Indemnified Person determines
in good faith that there is a reasonable probability that a Third-Party Claim
may adversely affect it other than as a result of monetary damages for which
it would be entitled to indemnification under this Agreement, the Indemnified
Person may, by notice to the Indemnifying Person, assume the exclusive right
to defend, compromise or settle such Third-Party Claim, but the Indemnifying
Person will not be bound by any determination of any Third-Party Claim so
defended for the purposes of this Agreement or any compromise or settlement
effected without its consent (which may not be unreasonably withheld or
delayed).
(d) Notwithstanding any other provision of this Agreement, Seller and
Buyer hereby consent to the nonexclusive jurisdiction of any court in which a
proceeding in respect of a Third-Party Claim is brought against any
Indemnified Person for purposes of any claim that an Indemnified Person may
have under this Agreement with respect to such Proceeding or the matters
alleged therein and agree that process may be served on Seller and Buyer with
respect to such a claim anywhere in the world.
(e) With respect to any Third-Party Claim subject to indemnification
hereunder: (i) both the Indemnified Person and the Indemnifying Person, as
the case may be, shall keep the other person fully informed of the status of
such Third-Party Claim and any related proceedings at all stages thereof
where such person is not represented by its own counsel, and (ii) the parties
agree (each at its own expense) to render to each other such assistance as
they may reasonably require of each other and to cooperate in good faith with
each other in order to ensure the proper and adequate defense of any Third-
Party Claim.
6.4 Other Claims. A claim for indemnification for any matter not
involving a Third-Party Claim may be asserted by notice to the party from
whom indemnification is sought and shall be paid promptly after such notice.
ARTICLE VII
Confidential Information
7.1 Information Exchange. During the Term, Buyer and Seller are
likely to exchange information relating to the Patent Rights and their
commercial exploitation by Buyer. The following provisions are intended to
protect the confidential or proprietary information of each party.
(a) Confidential Information. "Confidential Information" shall mean
any confidential or proprietary information furnished by one party (the
"Disclosing Party") to the other party (the "Receiving Party") in connection
with this Agreement. Such Confidential Information shall include, without
limitation, any information relating to the Subject Assets, and all items,
materials and information which belong to the Disclosing Party and are not
generally known to the public that has been or may hereafter be disclosed to
Receiving Party by the Disclosing Party or by the directors, officers,
employees, agents, consultants, advisors or other representatives, including
legal counsel, accountants and financial advisors of the Disclosing Party,
irrespective of the form of the disclosure. Confidential Information is
intended to be interpreted broadly and includes trade secrets and other
proprietary or confidential information concerning the business and affairs
of the Disclosing Party, product specifications, data, know-how, formulae,
compositions, processes, designs, sketches, photographs, graphs, drawings,
samples, inventions and ideas, past, current, and planned research and
development, current and planned manufacturing or distribution methods and
processes, customer lists, current and anticipated customer requirements,
price lists, supplier lists, market studies, business plans, computer
software and programs (including object code and source code), computer
software and database technologies, systems, structures and architectures
(and related processes, formulae, composition, improvements, devices, know-
how, inventions, discoveries, concepts, ideas, designs, methods and
information); financial statements, financial projections and budgets,
historical and projected sales, capital spending budgets and plans, the names
and backgrounds of key personnel, and personnel training techniques and
materials. Confidential Information also includes all notes, analyses,
compilations, studies, summaries and other material prepared by the Receiving
Party containing or based, in whole or in part, upon any Confidential
Information.
(b) Obligations. During and after the Term, the Receiving Party shall
(i) maintain Confidential Information of the Disclosing Party in strict
confidence, except that the Receiving Party may disclose or permit the
disclosure of any Confidential Information to its directors, officers,
employees, consultants, and advisors who are obligated to maintain the
confidential nature of such Confidential Information and who need to know
such Confidential Information for the purposes of this Agreement; (ii) use
such Confidential Information solely for the purposes of this Agreement; and
(iii) allow its trustees or directors, officers, employees, consultants, and
advisors to reproduce the Confidential Information only to the extent
necessary for the purposes of this Agreement, with all such reproductions
being considered Confidential Information.
(c) Exceptions. The obligations of the Receiving Party under Section
8.1(b) above shall not apply to the extent that the Receiving Party can
demonstrate that certain Confidential Information (i) was in the public
domain prior to the time of its disclosure under this Agreement; (ii) entered
the public domain after the time of its disclosure under this Agreement
through means other than an unauthorized disclosure resulting from an act or
omission by the Receiving Party; (iii) was independently developed or
discovered by the Receiving Party without use of the Confidential
Information; (iv) is or was disclosed to the Receiving Party at any time,
whether prior to or after the time of its disclosure under this Agreement, by
a third party having no fiduciary relationship with the Disclosing Party and
having no obligation of confidentiality with respect to such Confidential
Information; or (v) is required to be disclosed to comply with applicable
laws or regulations, or with a court or administrative order, provided that
the Disclosing Party receives reasonable prior written notice of such
disclosure and the Receiving Party takes all reasonable actions to obtain
confidential treatment of such information and, if possible, to minimize the
extent of such disclosure.
(d) Ownership and Return. The Receiving Party acknowledges that the
Disclosing Party (or any third party entrusting its own information to the
Disclosing Party) claims ownership of its Confidential Information in the
possession of the Receiving Party. Upon the expiration or termination of this
Agreement, and at the request of the Disclosing Party, the Receiving Party
shall return to the Disclosing Party all originals, copies, and summaries of
documents, materials, and other tangible manifestations of Confidential
Information in the possession or control of the Receiving Party, except that
the Receiving Party may retain one copy of the Confidential Information
solely for the purpose of monitoring its obligations under this Agreement.
(e) Right to Injunctive Relief. The Receiving Party acknowledges that
disclosure or distribution of Confidential Information or use of Confidential
Information contrary to the terms of this Agreement may cause irreparable
harm to the Disclosing Party, for which damages at law may not be an adequate
remedy, and agrees that the provisions of this Agreement prohibiting
disclosure or distribution of the Confidential Information or use contrary to
the provisions hereof may be specifically enforced through injunctive relief
by a court of competent jurisdiction in addition to any and all other
remedies available at law or in equity.
ARTICLE IX
General Provisions
8.1 Governing Law. This Agreement and all disputes arising out of or
related to this Agreement, or the performance, enforcement, breach or
termination hereof, and any remedies relating thereto, shall be construed,
governed, interpreted and applied in accordance with the laws of the State of
Nevada, U.S.A., without regard to conflict of laws principles, except that
questions affecting the construction and effect of any patent shall be
determined by the law of the country in which the patent shall have been
granted.
8.2 Force Majeure. Neither party will be responsible for delays
resulting from causes beyond the reasonable control of such party, including
without limitation fire, explosion, flood, war, strike, or riot, provided
that the nonperforming party uses commercially reasonable efforts to avoid or
remove such causes of nonperformance and continues performance under this
Agreement with reasonable dispatch whenever such causes are removed.
8.3 Amendment and Waiver. This Agreement may be amended, supplemented,
or otherwise modified only by means of a written instrument signed by both
parties. Any waiver of any rights or failure to act in a specific instance
shall relate only to such instance and shall not be construed as an agreement
to waive any rights or fail to act in any other instance, whether or not
similar.
8.4 Severability. In the event that any provision of this Agreement
shall be held invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect any other provision of this Agreement, and
such provision shall be modified to preserve (to the extent possible) their
original intent.
8.5 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective permitted successors and
assigns.
8.6 Headings. All headings are for convenience only and shall not
affect the meaning of any provision of this Agreement.
8.7 Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to its subject matter and supersedes all
prior agreements or understandings between the parties relating to its
subject matter.
8.8 Notices. All notices or other communications required or
permitted hereunder shall be in writing shall be deemed duly given (a) if by
personal delivery, when so delivered, (b) if transmitted by facsimile, (c) if
mailed, three (3) business days after having been sent by registered or
certified mail, return receipt requested, postage prepaid and addressed to
the intended recipient as set forth below, or (d) if sent through an
overnight delivery service in circumstances to which such service guarantees
next day delivery, the day following being so sent:
(1) If to Seller: Partners In Science Holdings, Inc.
0000 Xxxxxxx Xx.
Xxx Xxxxx, XX 00000
(2) If to Buyer: Metabolic Research, Inc.
00000 Xxxxxxx Xx.
Xxx Xxxxx, XX 00000
Any party may change the address to which notices and other communications
hereunder are to be delivered by giving the other parties notice in the
manner herein set forth.
8.9 Legal Representation of the Parties. The parties agree that each
party was either represented by its own separate and independent counsel or
had an opportunity to be so represented in connection with this Agreement.
This Agreement was negotiated by the parties with the benefit of legal
representation, and any rule of construction or interpretation otherwise
requiring this Agreement to be construed or interpreted against any party
shall not apply to any construction or interpretation hereof.
IN WITNESS WHEREOF, the parties have executed this Assignment Agreement
as of the date first written above.
SELLER: BUYER:
Partners In Science Holdings, Inc. Metabolic Research, Inc
By: By:
------------------------------ ------------------------------
Name: Xx. Xxxxx X. Xxxxxxx Name: X. X. Xxxx
Title: President and Director Title: Treasurer, Secretary,
and Director
EXHIBIT "A"
PRODUCTS
Super Polimmune w/Probiotics Liq 90% beta-glucan w/ probiotic plus
Polimmune Liq 60% Beta glucan plus complements
Polimmune Cap 60% Beta glucan plus complements
Super Polimmune Booster
w/Probiotics Liq 90& beta-glucan w/ probiotic plus
Super Polimmune w/ Licopene Liq Combo 90% beta-glucan with probiotic &
Licopene
Betaceutical Probiotic Cap Capsule form of Super Polimmune(TM)
Betaceutical + Monascus Cap Polimmune(TM) and red yeast from rice
fermentation
Betaceutical + Calcium Cap Polimmune(TM) and probiotics with chelated
calcium
Betaceutical /Beta Slim Cap Polimmune(TM), probiotics, w/green tea
extracts & capsaicin
Betaceutical / Diabetes Cap Polimmune(TM) probiotics w/ chromium
picolinolate & Olive Leaf ext.
Betaceutical / Olive Leaf Cap Polimmune(TM), probiotics and Oleuropein
Fitness Formula Cap Polimmune(TM), stem cell recruiter
probiotics, protein, isoflavones,Indium
Fitness Formula Eff Polimmune(TM), stem cell recruiter
probiotics, protein, isoflavones, Indium
Fitness Formula Liq Polimmune(TM), stem cell recruiter
probiotics, protein, isoflavones, Indium
Olive Leaf Cap Oleuropein
TMs & Trade Names
Polimmune
Super Polimmune
Betaceutical
Metabolic Nutraceuticals
PATENTS
Method and Composition for Treating Diseases with Natural Fungal Metabolites.
Filed: May 30, 2006
Method for Producing Metabolic Products from Fungi. Filed: May 30, 2006
Pharmaceutical Composition and Method for Treating Obesity and Other Compulsive
Disorders. Filed: 2/20/04
Composition & Method of Producing Endogenous Therapeutic Anti Inflammatory
Eicosanoids & their Metabolites
by Exogenous or Oral Means Filed: 1/7/05
Method and Process for Metabolizing Phytohemagglutinates From Common Edible
Mushroom. Filed: May 31, 2006
Composition Method and Delivery of Low & High Molecular Weight Compounds
Covalently Bonded to a Foundation
Chaperone Molecule for Development of Increased Energy & Muscle Mass
& Sustained Electrolytes Filed: 1/5/07
Method and Process for Producing Lectin from Fungi (to be filed)
Method and Composition for Treating Cancer with Natural Fungal Metabolites
(to be filed)
CONTRACTS
X. X. Xxxx (Employment)
S. R. Xxxxxxx (Employment)
X.X. Xxxxxxx (Employment)
X. X. Xxxx (Royalty)
X. X. Xxxxxxx (Royalty)
X. Xxxxxxxx(Royalty)
Double B Broadcasting (Private Label)
Rue IQ Ltd. (Receivable Contract)
Metabolic Research, Inc. (Note Receivable)
