SUBLICENSE AGREEMENT
WHEREAS, Naturol Limited entered into a License Agreement on August 17, 2001
granting to Naturol, Inc. an exclusive license to make, have made, use,
sublicense, offer to sell and sell the Inventions (as defined in the License
Agreement) and products made using the Inventions in the United States,
Canada and Mexico (the Territory), said License Agreement appended as
Attachment A hereto and made a part hereof,
WHEREAS Naturol Canada Limited was established as a Canadian Corporation in
November 2001 with the full consent of Naturol Inc., and the agreement of
Naturol, Limited to grant a sublicense to Naturol Canada Limited under the
terms of the License Agreement, solely for the purpose to research and
develop the Invention in Canada, and
WHEREAS, Naturol, Inc retains the exclusive right to commercialize the
Invention within the Territory and to use any and all of the results of the
research and development efforts of Naturol Canada, Limited under this
Sublicense,
NOW THEREFORE, the parties hereto agree as follows:
1. Naturol, Inc. grants to Naturol Canada, Limited, as provided in Section
12 of said License Agreement, a non-exclusive license to practice the
Invention in Canada solely for the purpose of research and development of the
Invention subject to all of the terms and conditions commensurate therewith.
2. Naturol Canada, Limited acknowledges that it has read, understands and
accepts as binding on Naturol Canada, Limited all of the terms and conditions
set forth in the Licenses Agreement regarding its practice of the Invention
within the scope of this Sublicense.
3. Naturol Canada, Limited will promptly and fully disclose to Naturol,
Inc. all of its efforts, and the results of said efforts, under this
Sublicense and transfer and assign all rights and title thereto and any
intellectual property generated as a result thereof to Naturol, Inc. for
commercialization thereof.
Agreed and acknowledged this 22nd day of July, 2002.
Naturol, Inc Naturol Canada, Limited MGA Holdings Limited
(formerly Naturol Limited)
By: ss/Xxxx XxXxxxx By: /s/Xxxxx Xxxx By: /s/Xxxxxx Xxxxxxxx
Xxxx XxXxxxx Xxxxx Xxxx Xxxxxx Xxxxxxxx
President President Title: Director
Witnessed By: Witnessed By: Witnessed By:
/s/Xxxx Xxxxx /s/Xxxx Xxxxx /s/Xxxxxxx XxXxxx
Name: Xxxx Xxxxx Name: Xxxx Xxxxx Name: Xxxxxxx Xx Xxxx
