EXHBIT 10.4
EXCLUSIVE LICENSING AGREEMENT
THIS AGREEMENT is made as of the 30th day of March 1995 by and between
PacificHealth Laboratories, Inc. (hereinafter referred to as "PHL") and the
INSTITUTE OF NUTRITION AND FOOD HYGIENE (hereinafter referred to as "INFH").
WHEREAS INFH has special expertise and know how in the use of natural
products for the treatment and prevention of disease and maintenance of health
and (2) has expertise and know how in the licensing, research and development of
products; and
WHEREAS PHL desires to enter into an Exclusive License Agreement with INFH
for the purpose of commercializing products, know how and/or intellectual
property as may be described below;
NOW THEREFORE, in consideration of the premises and other mutual covenants
and agreements hereinafter set forth, the parties agree as follows.
1. "Products" as so termed in this Agreement shall be defined as
non-prescription drugs and medicines, foods, food supplements, nutritional
supplements, extracts from naturally derived sources and the know how,
intellectual property and technology for developing future products derived from
natural sources that can be used in the prevention and treatment of disease and
maintenance of health and well being.
2. INFH hereby grants PHL the exclusive right to commercialize Products
within and outside of China for Obesity Management, Sports and Stamina, Sports
Recovery/Antifatigue, Female Health (PMS and Estrogen Supplementation), Health
Teas,
Arthritis, Diabetes Mellitus, Cholesterol Lowering and Vitamin Premix.
3. PHL will negotiate on a project basis a fee for Special Services that
may be performed by INFH. Special Services include, but are not limited to:
(1) Clinical studies/research
(2) Laboratory studies/research
(3) Toxicology studies/research
(4) Formulation and/or product development
(5) Quality control studies/services
(6) Consulting services for work including, but not limited to, clinical
and/or research design, product development, quality control,
manufacturing and/or sourcing.
4. Prior to initiation of any work described in Paragraph 3, INFH will
submit to PHL a written estimate for the work performed or services provided for
approval by PHL.
5. For future Products not specified in Xxxxxxxxx 0, XXX shall have the
absolute right of first refusal according to the following terms and conditions:
a. INFH shall present any and all Products that it has either licensed or
has the potential to license to PHL.
b. PHL shall respond in writing to INFH within forty-five (45) days
stating whether PHL wishes to license such Products.
c. If PHL declines to license such Products as may be presented, INFH
shall have the right to license such Products to whomever it may
choose.
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d. If PHL agrees to license such Products, PHL shall be obligated to sign
an Agreement satisfactory to INFH within ninety (90) days after
meeting the conditions of Paragraph 18 b.
6. It is the intention of PHL to seek patent and trademark protection where
appropriate for such Products licensed to PHL by INFH. INFH agrees to assign
such patents to PHL and agrees to assist PHL, as necessary, in the patent and
trademark approval process.
7. PHL may share proprietary and confidential information regarding its
operations, financial status, new product development and marketing plans.
Parties that are signatories to this Agreement will not disclose such
information while this Agreement is in force without the prior written approval
of PHL.
8. This Agreement cannot be assigned by INFH without the written consent of
PHL.
9. This Agreement is the complete, sole and exclusive expression of all of
the agreements, understandings, representations, conditions, warranties and
covenants made between the parties hereto and supersedes any prior agreements.
10. The failure of either party at any time to require performance by the
other party of any provision hereof shall not affect in any way the full right
to require such performance at any time thereafter. Nor shall the waiver by
either party of a breach of any provision hereof be taken or held to be a waiver
of the provision itself.
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b. In the case of PHL to
Xxxxxx Xxxxxxx, PhD
Chairman
PacificHealth Laboratories, Inc.
0000 Xxxxx 0 Xxxxx
Xxxxxxxxxx, XX 00000
or to such other person or address as PHL may
furnish to INFH.
IN WITNESS WHEREOF, this Agreement was executed as of the date first above
written.
/s/ Keyou Ge Date April 6, 1995
-------------------------------------- ----------------------
Keyou Ge, Director
Institute of Nutrition & Food Hygiene
00 Xxx Xxx Xxxx
Xxxxxxx, XXX 000000
/s/ Xxxxxx Xxxxxxx Date April 18, 1995
------------------------------------- ----------------------
Xxxxxx Xxxxxxx, PhD
Chairman & CEO
PacificHealth Laboratories, Inc.
0000 Xxxxx 0 Xxxxx
/s/ Xxxxxx Xxxx Date April 19, 1995
------------------------------------ ----------------------
XXXXXX XXXX, M.D.
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