EXHIBIT 10.52
LICENSE AGREEMENT
GENERAL NUTRITION CORPORATION
AND
SHAMAN PHARMACEUTICALS, INC.
DATED AS OF JULY 18, 2000
TABLE OF CONTENTS
PAGES
-----
1. DEFINITIONS......................................................3
2. LICENSE GRANTS...................................................4
3. ADDITIONAL CHANNEL LICENSE.......................................4
4. PURCHASE OF MATERIALS AND LICENSING FEES.........................5
5. INITIAL PURCHASE ORDER...........................................6
6. TERM AND TERMINATION.............................................6
7. INTELLECTUAL PROPERTY............................................7
8. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; LIABILITIES.....7
9. CONFIDENTIALLY...................................................9
10. PUBLIC ANNOUNCEMENT, COMMERCIALIZATION, AND MARKETING SUPPORT...10
11. DIRECT DISPUTE RESOLUTION.......................................11
12. MISCELLANEOUS...................................................11
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LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "Agreement") is made as of the 12th day of
July, 2000 (the "Effective Date"), by and between GENERAL NUTRITION CORPORATION,
a Delaware corporation ("GNC"), having a principal place of business at 000
Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, and SHAMAN PHARMACEUTICALS, INC., a Delaware
corporation ("Shaman"), having a principal place of business at 000 Xxxx Xxxxx
Xxxxxx, Xxxxx Xxx Xxxxxxxxx, XX 00000. GNC and Shaman are sometimes referred to
herein individually as a "Party" and collectively as the "Parties."
BACKGROUND
As GNC desires to obtain a license to sell, market and/or distribute
Shaman's Normal Stool Formula (NSF or The Product) anti-diarrheal. And as Shaman
desires to grant GNC a license to sell, market and/or distribute its NSF
anti-diarrheal dietary supplement, in connection with such license, to purchase
certain related materials for the purpose of selling, marketing and/or
distributing NSF.
In consideration of the foregoing premises and the mutual covenants set
forth below, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledge, GNC and Shaman hereby agree as
follows:
1. DEFINITIONS. As used herein, the following terms shall have the
meanings as defined below. The definition of a term in singular form shall
include that term in the plural form, and vice versa:
1.1 "CONFIDENTIAL INFORMATION" shall have the meaning given in
Section 10.2.
1.2 "DIETARY SUPPLEMENTS" shall have the meaning given at 21 U.S.C.
Sec. 321(ff).
1.3 "INTELLECTUAL PROPERTY RIGHTS" means trademarks, trade names,
Patents, trade secrets, and know-how.
1.5 "PATENTS" means all foreign and domestic NSF patent applications
(including, without limitation, all provisional, divisional,
substitution, continuation and continuation-in-part applications,
and all foreign counterparts thereof) and all domestic and foreign
patents covering the product (including, without limitation,
extensions, reissues, reexaminations, renewals, inventors
certificates and foreign counterparts thereof). The Patents for the
Product are listed in Exhibit A.
1.6 "PRODUCT" means bulk tablets or raw material form (if GNC intends to
manufacture the Product) of Shaman's Normal Stool Formula
anti-diarrheal dietary supplement product.
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2. LICENSE GRANTS.
2.1 Shaman hereby grants to GNC an exclusive license to distribute,
market and/or sell NSF as a dietary supplement, or such form as
dictated by the laws of each country, in the Health Food/Specialty
Retail Store channel worldwide. This includes but is not limited to
all GNC owned or franchised stores, GNC stores within Rite Aid
locations and Xxxxxxxxx.xxx. It is envisioned that NSF will
initially be sold under the Preventive Nutrition Label.
2.2 This license extends across all GNC brands sold within the sales
channel stated in Section 2.1 where licensing rights are granted.
2.3 This exclusive license as stated in Section 2.1 does not include the
right for GNC to sublicense NSF to any of its affiliate companies or
non-affiliate companies which it may transact business. Shaman
acknowledges that GNC's manufacturing and distribution companies
will manufacture and distribute the Product licensed to GNC under
this Agreement.
2.4 As part of this exclusive license, all labeling and packaging
materials for NSF sold under a GNC brand or non-Shaman brand will
identify Shaman Pharmaceuticals as the company that developed NSF.
The exact reference will be mutually agreed to by both parties and
include the Shaman logo.
2.5 Shaman retains the rights to sell its NSF product via all channels
not covered by this agreement or subsequent agreements with GNC
including but not limited to Internet and Infomercial vehicles.
2.6 This Agreement does not cover or include any rights or license to
Shaman's NSF-IB product.
3. ADDITIONAL CHANNEL LICENSE.
3.1 Effective July 11, 2000, Shaman grants GNC a 90-day exclusive term
of negotiation for the licensing rights to NSF in the multi level
marketing (MLM) and mass market retail channels. In the event no
agreement has been reached in this 90-day period, then Shaman grants
GNC a first right of negotiation for the MLM and mass retail channel
licensing rights through June 1, 2001. During this period through
June 1, 2001 as GNC holds a first right of negotiation for NSF in
the MLM and mass retail channels, Shaman shall immediately inform
GNC of any request, inquiry to license NSF for the above channels.
GNC will then have 15 days to inform Shaman as to their interest to
exercise its first right of negotiation. In the event that, GNC does
not exercise its first right of negotiation, Shaman is free to begin
simultaneous or exclusive discussions with other interested parties.
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If, however, GNC exercises this right, the parties will have 30 days
to execute an Agreement. If no agreement is reached, Shaman is free
to begin simultaneous or exclusive discussions with other interested
parties.
4. PURCHASE OF MATERIALS AND LICENSING FEES.
4.1 In connection with the license rights granted herein, Shaman agrees
to sell GNC finished Product in bulk at the agreed to price of *****
***** per tablet (The Purchase Price) pursuant the terms of GNC's
or GNC affiliate's standard purchase order attached as Exhibit
B. If the parties agree that GNC shall manufacture the Product,
Shaman and GNC will agree on the Purchase Price of the raw
material form of the Product.
This Purchase Price is firm for one (1) year from the date of this
Agreement. Ninety (90) days before the 1st anniversary of the
execution of the Agreement, and annually thereafter, the Parties
will evaluate The Purchase Price and mutually set in writing The
Purchase Price for the following one (1) year.
4.2 Tablets purchased by GNC will be delivered in bulk to a mutually
agreed U.S. facility.
4.3 In place of an up-front licensing fee, GNC agrees to pay Shaman,
during the term of the Agreement a licensing fee *** ****** ** ****
***** (The Licensing Fee). This licensing fee will be deemed earned
on the date GNC purchases each tablet from Shaman and added to the
invoice submitted to GNC by Shaman for each purchase order.
4.4 If GNC fails to purchase in the channels set forth in this
Agreement, at least a minimum amount of ********* NSF tablets in
bulk (or raw material equivalent), annually from the execution date
of this Agreement, GNC's rights shall become non-exclusive.
4.5 As part of this initial purchase order, Shaman agrees to ship GNC an
incremental ******* tablets above and beyond the ******* tablets
stated in the initial purchase order for use specifically, and
exclusively, as samples to drive trial of NSF. These samples will be
at no cost to GNC and will be shipped based upon timing determined
mutually by GNC and Shaman.
4.6 Shaman agrees, upon execution of this Agreement, to work with GNC to
determine if NSF tablets can be manufactured at a GNC facility at
lower cost and to transfer production responsibilities to GNC if
mutually agreed. Regardless of who manufactures the tablets and
under any circumstances, unless otherwise agreed to in writing, GNC
will always purchase raw plant material required for the manufacture
of NSF from Shaman Pharmaceuticals, and the per pill license fee
will remain intact.
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4.7 INTELLECTUAL PROPERTY RIGHTS. Shaman retains all of its Intellectual
Property Rights in the Product.
4.8 Not withstanding Section 5.2, payment terms for all purchase orders
issued by GNC to Shaman shall be sixty (60) days from the date of
receipt of the Product.
4.9 During the term of this Agreement, GNC will provide to Shaman a
purchase order for any Product it wishes to purchase, not less than
sixty (60) days prior to the requested delivery date of such
Products (the "Order"). Shaman shall use reasonable commercial
efforts to deliver to GNC, either through manufacture of fresh
product or as a FIFO draw from an existing inventory of the ordered
Products with a minimum of 24 months of expiry remaining, an amount
equal to the amount specified in the order within sixty (60) days of
the date of the order.
4.10 GNC agrees to give Shaman a non-binding, rolling quarterly order
forecast for the subsequent four (4) quarters, a minimum of four (4)
weeks prior to the start of each quarter, which forecasts shall be
updated monthly thereafter. GNC agrees to work closely with Shaman
to ensure continuity of an adequate supply of Product.
4.11 Shaman agrees to maintain at all times sufficient inventories of
ingredients and supplies to meet its obligations per forecasts
provided by GNC under the Agreement.
5. INITIAL PURCHASE ORDER.
5.1 Upon execution of this Agreement, GNC will place an initial purchase
order for ******* tablets in bulk at the purchase price.
5.2 Payment for this first purchase order only shall be made thirty (30)
days from receipt of Shaman's invoice or two (2) weeks from receipt
of Product, which ever is later.
6. TERM AND TERMINATION.
6.1 TERM. The term of this Agreement shall commence as of the Effective
Date and shall continue for a period of not less than five (5) years
after the Effective Date, and thereafter until either Party
terminates the Agreement on not less than one hundred eighty (180)
days written notice.
6.2 TERMINATION. Either party may terminate this Agreement upon a
material breach hereof by the other Party, effective thirty (30)
days after giving notice of such breach, provided that the other
Party has failed to cure such breach within such thirty (30) days.
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Upon termination of the Agreement GNC may sell off its existing
inventory of Product provided it does so pursuant to the terms of
this Agreement.
6.3 SURVIVAL. Sections 1, 6.3, 7, 8, 9, 11, and 12 shall survive the
termination of this Agreement, as well as any provisions, which
would be necessary or useful in connection with the enforcement by
either Party of its rights hereunder.
7. INTELLECTUAL PROPERTY.
7.1 ENFORCEMENT OF PATENTS. If a Party learns of any possible
infringement of Patents concerning SP-303 or SB-300/NSF, it shall
promptly give notice of such infringement to the other Party,
including facts supporting the possibility of infringement. Shaman
shall have the first right, but not the obligation, to protect
Patents from infringement in the dietary supplement Nutritional Area
and shall prosecute infringers at Shaman's sole cost and expense.
7.2 COOPERATION OF PARTIES. In the event Shaman shall institute or carry
on a legal action pursuant to Section 7.1, GNC shall fully cooperate
with and supply all assistance reasonably requested by Shaman,
including by using commercially reasonable efforts to have its
employees testify when requested and to make available relevant
records, papers, information, samples, specimens, and the like.
Shaman shall bear the reasonable expenses incurred by GNC in
providing such assistance and cooperation as is requested pursuant
to this Section 7.2. Shaman shall keep GNC informed of the progress
of such action, and GNC shall be entitled to be represented by
counsel in connection with such action at its own expense.
8. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; LIABILITIES.
8.1 REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants
that:
(A) it is duly organized and validly existing under the laws of
the jurisdiction in which it is incorporated;
(B) it has fully corporate power and authority to enter into this
Agreement and carry out the provisions herein;
(C) this Agreement is a legal and binding obligation upon it,
enforceable in accordance with its terms; and
(D) the person executing this Agreement on its behalf is duly
authorized to do so by all requisite corporate action.
8.2 SHAMAN REPRESENTATIONS AND WARRANTIES. Shaman represents and
warrants that:
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(A) it has sufficient rights in the Patents and/or Intellectual
Property to grant the licenses granted hereunder and the
consent of any known third party is not needed to grant such
license rights or enter into this Agreement;
(B) it has good and marketable title to the Product, and that such
personal property is free and clear of any lien, security
interest, charge or other encumbrance of any kind;
(C) there are no threatened or pending actions, suits,
investigations, claims, or proceedings in any way relating to
the Patents or other Intellectual Property associated with the
Product that are not currently publicly disclosed in Shaman's
SEC filings;
(D) it has not, and will not grant any right to any third party
that is or would be inconsistent with the rights granted to
GNC under this Agreement;
(E) it has no knowledge of any infringement by a third party of
the Patents or other Intellectual Property associated with the
Product.
(F) the Product conforms to the Dietary Supplement Health and
Education Act and is fit and safe for consumer use
(G) the Patent, trademark and other Intellectual Property rights
licensed to GNC do not violate the rights of any third party.
8.3 INDEMNIFICATION BY GNC. GNC agrees to defend, indemnify, and hold
harmless Shaman and the officers, directors, agents, affiliates,
licensees, franchisees and employees (the "Indemnified Parties") of
Shaman from any third party claims, demands, losses, costs, or
damages ("THIRD PARTY CLAIMS") which may result from the negligence
or willful misconduct of GNC or its officers, agents, or employees,
in each case, or in the case of GNC manufacturering the Product in
its own facilities, from personal injury, death or property damage
shown to be a direct result of GNC's failure to follow Shaman
manufacturing guidelines provided in writing for the Product.
8.4 INDEMNIFICATION BY SHAMAN. Shaman agrees to defend, indemnify, and
hold harmless GNC and affiliates, licensees and franchisees and its
officers, directors, agents, and employees (the "Indemnified
Parties") from any Third Party Claims which may result from (a)
personal injury, death, or property damage related to the
manufacture, use or sale by the Indemnified Parties of the Product,
(b) a breach of any representation, warranty or covenant in this
Agreement by Shaman (to the extent that such representations or
warranties are in effect by the terms of this Agreement), (c) the
negligence or willful misconduct of Shaman or its officers, agents,
or employees, provided in each case, (d) any Patent, trademark or
other Intellectual Property right licensed to GNC by Shaman herein.
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9. CONFIDENTIALLY.
9.1 CONFIDENTIALITY OBLIGATION. During the term of this Agreement and
thereafter, each Party shall maintain in confidence any and all
Confidential Information, as defined in Section 9.2 below. Each
Party further agrees that it shall not use for any purpose other
than the purposes expressly contemplated under this Agreement and
shall not disclose to any third party the Confidential Information
of the other Party, except that a Party may disclose Confidential
Information under an obligation of confidentiality and non-use at
least as restrictive as the one set forth in this Section 9.1, on a
need-to-know basis solely for purposes permitted under this
Agreement to its directors, officers, employees, consultants,
financial advisors or agents.
9.2 CONFIDENTIAL INFORMATION DEFINED. Confidential Information means
information of a Party that is not generally known and that such
Party provides in writing to the other Party under this Agreement,
including, without limitation, scientific, manufacturing, marketing,
financial, personnel and other business information and plans,
whether in oral, written, graphic or electronic form. Confidential
information does not include information which:
(A) was already known to the Receiving Party, other than under an
obligation of confidentiality, at the time of disclosure by
the Party disclosing the information (the "Disclosing Party");
(B) was generally available to the public or otherwise part of
the public domain at the time of its disclosure to the
Receiving Party;
(C) became generally available to the public or otherwise publicly
known after its disclosure to the Receiving Party through no
fault attributable to the Receiving Party;
(D) was disclosed to the Receiving Party, other than under an
obligation of confidentiality to a third party, by a third
party who had no obligation to the Disclosing Party not to
disclose such information to others; or
(E) was independently discovered or developed by the Receiving
Party without the use of the Confidential Information
belonging to the Disclosing Party.
9.3 AUTHORIZED DISCLOSURE. Each Party may disclose Confidential
Information of the other Party to the extent such disclosure is
reasonably necessary in order to comply with a court order, provided
that a Party making any such disclosure uses its reasonable efforts
to secure confidential treatment of such Confidential Information
required to be disclosed. In the event that either Party is
compelled to disclose Confidential Information of the other Party in
order to comply with a court order, said Party will immediately
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notify the other Party in writing of the disclosure.
10. PUBLIC ANNOUNCEMENT, COMMERCIALIZATION, AND MARKETING SUPPORT.
10.1 PUBLIC ANNOUNCEMENT. Shaman and GNC shall make a public announcement
of this Agreement upon its execution. A joint announcement will be
made if requested by GNC. Prior to releasing any public statement
involving GNC, Shaman shall receive GNC's written approval of said
statement.
10.2 PRODUCT LAUNCH. GNC shall initiate distribution or sales of Product
in each country where it is granted a license as soon as reasonably
possible following regulatory approval and after GNC has determined
that the country presents a commercially reasonable business
opportunity. GNC will maintain a first right of negotiation for each
country where distribution or sales have not been initiated by
eighteen (18) months from the execution of this agreement, however
Shaman shall have the right to approach other Parties to distribute
the Product in any country that GNC has not initiated distribution
in eighteen (18) months from the execution of this Agreement.
Following the initial eighteen (18) month period from the execution
date of this Agreement, as GNC holds a first right of negotiation
for NSF worldwide, Shaman shall immediately inform GNC of any
request, inquiry to license NSF for any specific country or
territory. GNC will then have 15 days to inform Shaman as to their
interest to exercise its first right of negotiation. In the event
that, GNC does not exercise its first right of negotiation, Shaman
is free to begin simultaneous or exclusive discussions with other
interested parties. If, however, GNC exercises this right, the
parties will have 30 days to execute an Agreement. If no agreement
is reached, Shaman is free to pursue simultaneous or exclusive
discussions with other interested parties.
10.3 MARKETING EFFORTS. GNC agrees to use its best commercially
reasonable efforts to promote the sale, marketing and distribution
of NSF, consistent with applicable legal requirements and with
accepted business practices, devoting the same level of efforts as
it devotes to its other high-priority products.
10.4 No later than 90 days from the execution of this Agreement and from
the beginning of each GNC fiscal year, GNC shall submit and review a
marketing plan for NSF in each country where sales are planned.
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11. DIRECT DISPUTE RESOLUTION.
The parties hope there will be no disputes arising out of their
business relationship. However, if a claim of breach,
nonperformance, nonpayment or repudiation should arise related to or
connected with this Agreement, purchase orders attached hereunder or
issued seperately or any transactions between the Parties under this
Agreement (a "Dispute") then the parties agree to attempt to
informally resolve the Dispute by Direct Negotiation before
initiating any claim related to such Dispute to arbitration or in a
court of competent jurisdiction. Direct Negotiation, as used herein,
shall mean a meeting (held either by telephone or in-person) between
senior business principals designated by each party who have full
authority to address and resolve the Dispute. Direct Negotiation is
prerequisite to arbitration or litigation involving all Disputes
between the Parties except that either Party may proceed directly to
a court of law or equity to (1) seek emergency injunctive relief;
(2) or remedy any safety concerns. To initiate Direct Negotiation,
the complaining Party shall make a written demand on the other by
certified mail to the primary address of record and identify therein
the nature of Dispute and all issues which, in the opinion of the
complaining Party, need to be resolved to restore the business
relationship. The Direct Negotiation shall take place during the
thirty (30) days following the date of receipt of the demand, at a
time and place agreed to by the business principals, and each party
agrees to negotiate in good faith in an attempt to resolve the
Dispute. The Parties agree to exchange relevant information and
cooperate in good faith to resolve the Dispute under this provision
and to that end, the non-complaining party shall issue a statement
which addresses the complaining party's identified Dispute and/or
raises additional issues for resolution prior to the Direct
negotiation. If the Dispute remains unresolved following Direct
Negotiation or if the Direct Negotiation is not completed within the
specified 30-day time period, then the aggrieved Parties may file
suit if they choose to further pursue the Dispute.
12. MISCELLANEOUS.
12.1 ASSIGNMENT. Neither Party may assign its rights or delegate its
duties under this Agreement without the prior written consent of the
other, such consent not to be unreasonably withheld. Any attempted
assignment or delegation in contravention of the foregoing shall be
void and of no effect. This Agreement or the relevant provisions
shall be binding upon, and inure to the benefit of, the successors,
executors, heirs, representatives, administrators and permitted
assigns of the Parties hereto.
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12.2 ENTIRE AGREEMENT. This Agreement, together with any nondisclosure
agreement between the parties relating to the subject matter of this
Agreement and the Exhibits, embodies the final, complete and
exclusive understanding between the Parties, and replaces and
supersedes all previous agreements, understandings or arrangements
between the Parties with respect to its subject matter. No
modification, amendment or waiver of any of the provisions of this
Agreement shall be effective unless made in writing specifically
referring to this Agreement and duly signed and delivered by the
Parties hereto. If there is a conflict between the terms contained
in this Agreement and GNC's purchase order, this Agreement shall
control.
12.3 WAIVER. No modification or waiver of any terms or conditions hereof,
nor any representations or warranties shall be of any force or
effect unless such modification or waiver is in writing and signed
by an authorized officer of each Party hereto. Any waiver (express
or implied) by either Party of any default or breach of this
Agreement shall not constitute a waiver of any other or subsequent
default or breach.
12.4 NOTICE. Notices, demands or other communications required or
permitted to be given or made hereunder shall be in writing and
delivered personally or sent by private overnight mail delivery,
with recorded delivery or by legible telefax addressed to the
intended recipient at its address set forth below in this Section or
to such other address or telefax number as any Party may from time
to time duly notify to the other. Any such notice, demand or
communication shall, unless the contrary is proved, be deemed to
have been duly served (if given or made by telefax) on the next
following business day at the place of receipt or (if given or made
by overnight private mail) forty-eight (48) hours after posting and
in proving the same, it shall be sufficient to show, in the case of
a letter, that the envelope contained the same as duly addressed,
correctly stamped and posted and in the case of a telefax, that such
telefax was duly dispatched to a current telefax number of the
addressee. Correspondence to Shaman shall be addressed to:
President and Chief Executive Officer
Shaman Pharmaceuticals, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 X.X.X.
Fax: (000) 000-0000
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With a copy to:
Bay Venture Counsel, LLP
0000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Fax: (000) 000-0000
Correspondence to GNC shall be addressed to:
Xxxxx Xxxxxxxx
General Nutrition Corporation
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
With a copy to:
Xxxx Xxxxxxx
General Nutrition Corporation
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
12.5 SEVERABILITY. If any provision of this Agreement is found by a court
of competent jurisdiction to be unenforceable, that provision shall
be severed and the remainder of this Agreement shall continue in
full force and effect.
12.6 GOVERNING LAW. This Agreement shall be governed by California law,
excluding its choice of law rules.
12.7 FORCE MAJEURE. Neither Party shall be held liable or responsible to
the other Party nor be deemed to have defaulted under or breached
this Agreement for failure or delay in fulfilling or performing any
terms of this Agreement when such failure or delay is caused by or
results from fires, floods, embargoes, war, acts of war (whether war
be declared or not), insurrections, riots, civil commotions,
strikes, lockouts, acts of God, or any other cause beyond their
respective reasonable control, but they shall make every reasonable
effort to remove any such cause of their failure or delay as soon as
possible.
12.8 BANKRUPTCY RIGHTS. In the event that this Agreement is terminated or
rejected by a Party or its receiver or trustee under applicable
bankruptcy laws due to such Party's bankruptcy, then all rights and
licenses granted under or pursuant to this Agreement by such Party
to the other Party are, and shall otherwise be deemed to be, for
purposes of Section 365(n) of the Bankruptcy Code and any similar
law or regulation in any other country, licenses of rights to
"intellectual property" as defined under Section 101(52) of the
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Bankruptcy Code. The Parties agree that all intellectual property
rights licensed hereunder, including without limitation any patents
or patent applications in any country of a Party covered by the
license grants under this Agreement, are part of the "intellectual
property" as defined under Section 101(52) of the Bankruptcy Code
subject to the protections afforded the non-termination Party under
Section 365(n) of the Bankruptcy Code, and any similar law or
regulation in any other country.
12.9 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
12.10 SHAMAN INSURANCE. Shaman shall maintain during the term of this
Agreement a comprehensive liability insurance policy, including
product liability insurance, with limits of no less than two million
dollars, from a reliable insurance carrier acceptable to GNC. Shaman
shall name GNC as an additional insured under such coverage. Shaman
shall immediately notify GNC upon cancellation, or any reduction, of
its insurance coverage and cancellation or reduction of such
coverage shall constitute a material breach of the Agreement.
12.11 GNC INSURANCE. GNC shall maintain during the term of this Agreement
a comprehensive liability insurance policy, including product
liability insurance, with limits of no less than two million
dollars, from a reliable insurance carrier acceptable to Shaman. GNC
shall name Shaman as an additional insured under such coverage. GNC
shall immediately notify Shaman upon cancellation, or any reduction,
of its insurance coverage and cancellation or reduction of such
coverage shall constitute a material breach of the Agreement.
IN WITNESS WHEREOF, the Parties have by duly authorized persons, executed
this Agreement, as of the date first above written.
GENERAL NUTRITION CORPORATION SHAMAN PHARMACEUTICALS, INC.
By:/s/ Xxxxx X. Xxxxxxx By:/s/ Xxxx X. Xxxxx
--------------------------- ------------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxx Xxxxx
Title: Vice President Title: President
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EXHIBIT A
Normal Stool Formula (NSF)
US Patents
US 5,211,944
US 5,494,661
