1
Exhibit 10.2
BUSINESS PROTECTION AGREEMENT
This Business Protection Agreement ("Agreement") is entered into as of the 15th
day of January, 2001, at Seattle, Washington, by and between Nutraceutix, Inc./
Bio Techniques Laboratories, Inc, (the "Company") a Delaware corporation, and
Xxxxxxx X. St. Xxxx ("St. Xxxx"), an individual resident of the State of
Washington.
WHEREAS, St. Xxxx was employed by Company from 1984 to May 24, 2000 as
President and Chairman of the Board and served as its Chief Scientific Officer
from May 24, 2000 to January 15, 2001; and
WHEREAS, in his various capacities as an employee, officer and director
of the Company, St. Xxxx had access to Company confidential information, trade
secrets and inventions and participated in the development of proprietary trade
secret technology used to manufacture Company products and which are unique to
the Company and may be critical to its continued success including, without
limitation, formulas, processes, methods and procedures for fermenting and
manufacturing probiotics and drug delivery technologies (the "Technology"), as
more fully described in Exhibit A.
WHEREAS, the parties have entered into Separation Agreement entered into
as of January 15, 2001 ("Separation Agreement") setting forth the terms
governing St. John's separation from employment by the Company and the those
under which St. Xxxx will provide assistance to the Company in the future;
NOW THEREFORE, in consideration of amounts previously paid to him by the
Company in connection with his employment, the execution of the Separation
Agreement and the compensation to be paid to St. Xxxx in accordance with the
Separation Agreement ("Compensation"), and the execution of the separation
agreement between the Company and Xxxxxxxx St. Xxxx, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, St.
Xxxx agrees as follows:
1. ACKNOWLEDGEMENT OF COMPANY RIGHTS AND TRANSFER.
1.1 Ownership of Company Property. St. Xxxx acknowledges and agrees
that the Company is the sole and exclusive owner of all:
(a) Inventions, discoveries and improvements, patentable or
unpatentable, made or conceived or first reduced to
practice by St. Xxxx, alone or with others during his
employment by the Company, including without limitation
the Technology, the patents and applications listed in
Exhibit A and any other patent applications (and
resulting patents) filed (or that may be filed) anywhere
in the world relating to such discoveries or
improvements and any reissues, reexaminations, renewals,
extensions, divisions, continuations-in-part or
continuations thereof (collectively, the "Inventions");
(b) Work product, tangible or intangible, created, produced
or prepared by St. Xxxx during his employment by Company
(including Technology) whether or not subject to
protection under federal copyright or other law ("Work
Product");
(c) Trademarks used by the Company including, without
limitation those listed in Exhibit A ("Trademarks");
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(d) Information treated by the Company as confidential,
including information relating to (i) the Inventions;
(ii) Ensuing Inventions (as defined below); and (iii)
the Company's business, finances, marketing plans,
customers, vendors, licenses, contract terms, products,
software (including source code), ideas, inventions,
methods, processes, research, development, operations,
systems, algorithms, improvements, know-how and
opportunities, including without limitation all such
information disclosed in writing, or other fixed media
or disclosed in any other manner, including without
limitation oral, visual, or electronic disclosure,
("Confidential Information"); and
(e) All Intellectual Property Rights in the Inventions, Work
Product, Trademarks and Confidential Information, all of
which is collectively referred to herein as "Company
Property". For purposes of this Agreement, "Intellectual
Property Rights" shall mean any and all (by whatever
term known or designated) tangible and intangible, now
known or hereafter existing rights associated with (i)
works of authorship throughout the universe, including
but not limited to all exclusive exploitation rights,
copyrights, neighboring rights and moral rights; (ii)
trade secret rights; (iii) trademarks; (iv) patents,
designs, algorithms and other industrial property
rights; (v) all other proprietary rights of every kind
and nature throughout the universe, however designated
(including without limitation, logos, character rights,
"rental" rights and rights to remuneration), whether
arising by operation of law, contract, license or
otherwise now or hereafter in force throughout the
universe.
1.2 Transfer. St. Xxxx hereby disclaims any and all interest in any
Company Property and, to the extent St. Xxxx had or has any
proprietary or other interest of any kind in any Company
Property, St. Xxxx hereby forever, irrevocably and
unconditionally transfers, assigns and conveys all of his right,
title and interest, whether by way of copyright, trade secret,
patent or otherwise, in the Company Property to the Company,
free and clear of any and all mortgages, liens or other
encumbrances.
1.3 Execution of Documents. St. Xxxx covenants and agrees, without
further consideration, to perform all lawful acts and execute,
acknowledge and deliver all instruments necessary to vest in the
Company the entire right, title and interest in the Company
Property, and to enable the Company to prepare, file and
prosecute applications for, obtain and defend all applicable
patents, copyrights, trademarks and other registrations
pertaining to the Company Property.
1.4 No Inconsistent Acts. St. Xxxx covenants and agrees that he will
not, directly or indirectly, (a) dispute or contest the
Company's exclusive ownership of the Company Property; (b) aid,
abet or encourage the infringement of any of Company's rights in
the Company Property; or (c) otherwise take or do any act that
could reasonably be expected to interfere with Company's rights
in the Company Property.
1.5 No Further Use. St. Xxxx covenants and agrees, as of the
effective date of this Agreement, to discontinue all use of
Company Property and, thereafter, not to make any use, directly
or indirectly, of any Company Property, or any part thereof, for
any purpose without the prior written consent of the Company.
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2. WARRANTY. St. Xxxx represents and warrants that all Inventions and Work
Product, or any part thereof, are original and are not copied from or
derivative of any works of any third party. St. Xxxx further represents
and warrants that (a) he is not aware of any facts which, if true, would
cause any of the Inventions, Work Product, or any part thereof, to
infringe the copyright, patent, trade secret or other proprietary rights
of any third party; (b) he has not disclosed any Confidential
Information to any person (other than employees of the Company who
required such information in performance of their assigned duties for
the Company) or entity without the prior approval of the Company's board
of directors; (c) except for the property referred to in Section 5 to be
returned upon execution of this Agreement, he has returned to the
Company all Work Product and all papers, records, memoranda, notes, or
other documents of any kind in his possession or under his control
referring to any Company Property; (d) he has not transferred, assigned,
or otherwise conveyed or granted any interest in the Company Property to
any person or entity (other than the Company); and (e) to the best of
his knowledge, the execution and performance of this Agreement by St.
Xxxx does not (and will not) violate any contractual right of any third
party.
3. NON-DISCLOSURE AND NON-USE.
3.1 Trade Secrets and Business Contacts. St. Xxxx acknowledges and
agrees that the Inventions (other than those elements disclosed
in the issued patents listed in Exhibit A), Work Product and
Confidential Information constitute the Company's valuable trade
secret property. St. Xxxx covenants and agrees not to (a) copy,
use or disclose any information or materials containing or
referring to such Inventions, Work Product or Confidential
Information for any purpose without the prior written consent of
the Company; (b) take advantage of any business opportunity
which, as the result of St. John's access to such Inventions,
Work Product or Confidential Information, St. Xxxx knows or
should know Company was or was likely to consider as of January
15, 2001; (c) remove any information or materials containing or
referring to any such Inventions, Work Product or Confidential
Information from the Company's premises without the Company's
prior written permission; (d) solicit Company's employees or
customers to work with other companies; or (e) accept or solicit
any work, services, goods, employment or other business from any
Company business contact if doing so could reasonably be
expected to negatively impact Company's business relationship
with the business contact.
3.2 Exceptions. The restrictions on use and disclosure of
information set forth in Paragraph 3.1 above shall not apply to
any information which (a) becomes available to St. Xxxx after
the effective date of this Agreement on a non-confidential basis
from a source other than Company or its representatives,
provided that such source is not and was not bound by a
confidentiality agreement with or other contractual, legal or
fiduciary obligation of confidentiality to Company or any other
party with respect to such information; (b) St. Xxxx can
document was independently developed by St. Xxxx after the
effective date of this Agreement and without reference to
Confidential Information; or (c) is in the public domain as of
the effective date of this Agreement or subsequently enters the
public domain, provided that such information entered the public
domain with Company's authorization and approval and not through
any act by St. Xxxx or any other person in violation of any
contractual, legal or fiduciary obligation to the Company.
3.3 Required Disclosure. If St. Xxxx becomes legally obligated to
disclose Confidential Information to any governmental entity
with jurisdiction over St.
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Xxxx, he will give Company written notice of such obligation
within two (2) days after St. John's receipt of notice thereof.
St. Xxxx agrees to disclose only such information as St. Xxxx is
legally required to disclose, and to use his reasonable best
efforts to obtain confidential treatment for any Confidential
Information he is required to disclose.
4. ADDITIONAL PROTECTIONS. St. Xxxx acknowledges that he could not perform
services for or provide information or assistance to any person or
entity (other than the Company), directly or indirectly, relating to the
fermentation or manufacture of probiotics or any other aspect of the
Technology, without using or being influenced by the Confidential
Information. St. Xxxx acknowledges that all such information is critical
to the Company's success and gives the Company an advantage over its
competitors. St. Xxxx understands that such information would be
extremely valuable to a customer or competitor of the Company since it
would permit a customer to manufacture Company products directly and
allow a competitor to wrongfully benefit from the Company's research and
development efforts and anticipate and potentially pre-empt the
Company's future business plans, all of which would seriously damage the
Company's business. Accordingly, St. Xxxx agrees:
(a) The Company shall own all right, title and interest (including
all Intellectual Property Rights) in and to any inventions,
discoveries and improvements, patentable or unpatentable, which
relate to the Technology or Inventions and are made, conceived
or first reduced to practice by St. Xxxx, alone or with others,
during the one (1) year period following the effective date of
this Agreement, including without limitation any patent
applications (and resulting patents) filed (or that may be
filed) anywhere in the world relating to such inventions,
discoveries or improvements and any reissues, reexaminations,
renewals, extensions, divisions, continuations-in-part or
continuations thereof (collectively, the "Ensuing Inventions").
St. Xxxx agrees that Ensuing Inventions shall be deemed to be
included within the definition of Company Property and to
promptly disclose to Company in writing any such Ensuing
Inventions to the Company and to execute all documents and take
such other acts as required under Paragraph 1.3 above to vest
exclusive title in any Ensuing Inventions in the Company. St.
Xxxx agrees to notify any employer or third party for whom St.
Xxxx performs services following the effective date of this
Agreement of the terms of this Paragraph and the other
provisions of this Agreement.
(b) St. Xxxx will not, for a period of three (3) years after the
effective date of this Agreement (the "Window Period"): (i)
enter into any agreement with any person to provide services
that would place St. Xxxx in a position in which his knowledge
of the Company's Confidential Information and/or proprietary
information could influence St. John's actions or otherwise be
used for the benefit of any such person; (ii) provide services
relating to the fermentation or manufacture of probiotics or any
other aspect of the Technology to the Company's existing
customers or suppliers or identified potential customers or
suppliers as of the effective date of this Agreement; or (iii)
directly or indirectly own, operate, provide financial,
technical or other assistance or services to, or be connected
with as stockholder or owner of any other instrument convertible
to stock (other than as an owner of less than 5% of the stock of
a publicly held corporation whose stock is traded on a national
securities exchange or in the over-the-counter market) any
company involved in the fermentation or manufacture or
probiotics or the development of drug delivery technology,
including without limitation the entities listed in Exhibit B
and the parents, subsidiaries and affiliates of any of such
entities. St. Xxxx understands and
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agrees that the Company conducts business throughout the United
States and in many foreign countries, and that the restriction
contained in this Paragraph is intended to protect the Company
in all of the geographical areas in which the Company currently
does business or contemplates doing business. St. Xxxx also
agrees that he is a talented and skilled individual and that
this limited restriction will not prevent St. Xxxx from earning
a living.
St Xxxx acknowledges that the provisions of this Section 4 are
reasonable and necessary to protect the Company's rights in the Company
Property and that he has received additional payments under the terms of
his Separation Agreement in consideration of the rights and restrictions
set forth above.
5. RETURN OF COMPANY PROPERTY. Upon execution of this Agreement or upon
demand by Company, and except as otherwise provided under the Separation
Agreement, St. Xxxx agrees to return to Company all Company property in
St. John's possession or control, including but not limited to: all
papers, records, memoranda, notes, or other documents of any kind; all
video and audio tapes; all computer software or hardware in any form,
all computer tapes, disks and other magnetic media; any and all copies
of any of the above; all equipment; all credit cards; all keys; and any
other property that belongs to Company, whether or not generated by
Company.
6. SURVIVAL. St. Xxxx acknowledges that, in addition to any restrictions
contained in this Agreement, the Company Property may be subject to
other limitations on use and disclosure as the result of patent,
copyright, trademark, and trade secret and other applicable laws. St.
Xxxx acknowledges and agrees that expiration of the Window Period and/or
expiration or termination of the Separation Agreement shall not be
interpreted or construed as granting St. Xxxx any right or license to
use the Company Property and that all restrictions on the use of Company
Property arising under patent, copyright, trademark, and trade secret
and other applicable laws survive the expiration of the Window Period
and the termination or expiration of the Separation Agreement.
7. INJUNCTIVE RELIEF. St. Xxxx acknowledges and agrees that disclosure or
use of any Inventions, Ensuing Inventions, Work Product or Confidential
Information or violation of the terms of this Agreement would
irreparably injure the Company, which injury could not adequately be
compensated by money damages. Accordingly, St. Xxxx agrees that the
Company may seek and obtain injunctive relief from the breach or
threatened breach of any provision, requirement or covenant of this
Agreement.
8. ADDITIONAL REMEDIES. St. Xxxx acknowledges and agrees that, in addition
to any other remedies available at law or equity, in the event of breach
of any provision, requirement or covenant of this Agreement by St. Xxxx
or any person acting under his direction or control, the Company shall
be entitled to withhold, without liability, any amounts due to be paid
to St. Xxxx under the Separation Agreement as a setoff against damages
incurred by the Company as the result of such breach. St. Xxxx further
agrees that the Company may withhold payments as provided in this
Section 8 if the Company has reasonable grounds to believe that St. Xxxx
(or any person acting under his direction or control) may breach any
provision, requirement or covenant of this Agreement and St. Xxxx fails
to provide the Company with adequate assurance of his compliance with
this Agreement within ten (10) days after receiving a written demand
therefore from the Company.
9. ST. XXXX REMEDIES. St. Xxxx acknowledges and agrees that the rights
granted to the Company and the obligations undertaken by St. Xxxx under
this Agreement shall not be affected by any breach or threatened breach
of the Separation Agreement by the
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Company or the termination or expiration of the Separation Agreement. In
the event of any such breach or termination, St. John's sole and
exclusive remedy shall be a claim for damages for amounts due and
unpaid. In no event shall St. Xxxx have the right to rescind, revoke or
otherwise limit or terminate the Company's exclusive rights in the
Company Property.
10. INDEMNITY. St. Xxxx agrees to indemnify and hold the Company harmless
from and against any and all claims, demands, losses, damages, causes of
action, suits, and liability of every kind, including all expenses of
litigation, court costs, and attorneys' fees, in any way arising out of,
or in connection with St. John's breach of any of the terms of this
Agreement.
11. ATTORNEYS FEES, GOVERNING LAW, AND JURISDICTION. In any action to
enforce this Agreement, including, as applicable, gaining injunctive
relief, the prevailing party shall be entitled to recover, in addition
to all other relief, its reasonable attorneys' fees, costs and expenses
incurred in such enforcement action. This Agreement shall be construed
and enforced in accordance with the laws of the State of Washington,
without giving effect to its choice of law provisions. The parties agree
that the state and federal courts located in King County, Washington
shall have exclusive jurisdiction with respect to any dispute arising
out of this Agreement, and further agree to submit to the jurisdiction
of the state and federal courts located in King County, Washington;
provided that, Company may bring suit against St. Xxxx in any
jurisdiction in which St. Xxxx is subject to personal jurisdiction, if
Company is also bringing suit against a subsequent employer of St. Xxxx
or third party with which St. Xxxx has entered into a contract, in such
jurisdiction.
12. ENTIRE UNDERSTANDING. This Agreement and the Separation Agreement set
forth the entire agreement of the parties with respect to its subject
matter and supersedes all previous agreements between the parties
pertaining to its subject matter. The parties hereby agree that (a)
Confidential Information disclosed or learned; (b) Inventions made,
conceived or first reduced to practice; and (c) Work Product created
prior to the date of this Agreement shall be subject to the provisions
of this Agreement.
13. CAPTIONS. Headings and captions contained in this Agreement are for
convenience of reference only and shall not be considered in the
interpretation or construction hereof.
14. WAIVER. No delay or omission by either party to this Agreement in the
exercise or enforcement of any of its powers or rights hereunder shall
constitute a waiver of such power or right. A waiver by either party of
any provision of this Agreement must be in writing and signed by such
party, and shall not imply a subsequent waiver of that or any other
provision.
15. SEVERABILITY. If any provision of this Agreement shall be held by a
court of competent jurisdiction to be illegal, invalid or unenforceable,
the remaining provisions shall remain in full force and effect.
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16. BINDING EFFECT. By executing this Agreement below, the parties agree to
be bound by the terms of this Agreement, effective as of the date set
forth below.
IN WITNESS of their understanding and agreement, the parties have executed this
Agreement this ______ day of March, 2001.
NUTRACEUTIX, INC. XXXXXXX X. ST. XXXX
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. St. Xxxx
------------------------ ---------------------------------
Title: President & CEO
----------------------
Date: 3/24/01 Date: 3/23/01
---------------------- -------------------------------
The foregoing instrument was acknowledged before me this 23rd day of March,
2001, by Xxxxxxx X. St. Xxxx.
My commission expires on 3/10/2002. Witness my hand and official seal.
Notary Public /s/ Xxxxxxx X. Xxxxxxx
SPOUSE'S CONSENT
I acknowledge that I have read the foregoing Agreement and that I know its
contents. I am aware that by signing its provisions my spouse has assigned all
his right, title and interest in and to the Inventions, Ensuing Inventions, Work
Product, Trademark and Confidential Information and all Intellectual Property
Rights therein to Nutraceutix, Inc., including my community property interest
therein, and agreed to take other actions in connection therewith. I hereby
consent to such assignment and transfer, approve the provisions of the
Agreement, and agree that the Inventions, Ensuing Inventions, Work Product,
Trademark and Confidential Information and all Intellectual Property Rights
therein and my interest in them are subject to the provisions of the Agreement.
I will take no action at any time to hinder the operation of the Agreement on
the transfer of the Inventions, Ensuing Inventions, Work Product, Trademark and
Confidential Information and all Intellectual Property Rights therein to
Nutraceutix, Inc., or the use thereof by Nutraceutix, Inc.
Xxxxxxxx X. St. Xxxx
/s/ Xxxxxxxx X. St. Xxxx
-------------------------
(Signature)
Xxxxxxxx X. St. Xxxx
-------------------------
(Print Name)
March 23, 2001
---------------------
(Date)
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The foregoing instrument was acknowledged before me this 23rd day of March,
2001, by Xxxxxxxx X. St. Xxxx.
My commission expires on 3/10/2002. Witness my hand and official seal.
/s/ Xxxxxxx X. Xxxxxxx
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EXHIBIT A
Technology includes, without limitation, formulas, processes, methods and
procedures for fermenting and manufacturing probiotics and drug delivery
technologies used, developed, conceived or under consideration by Company
(including its employees, contractors and agents) alone, or jointly with others,
and any licensed to the Company as of the effective date of this Agreement,
relating to any of the following:
1. Fermentation of Probiotics
1.1 media and media formulas
1.2 identification of strains
1.3 use of enzymes in media
1.4 use of cryoprotectants
1.5 optimization of variables in fermentation process for
Lactobaccilus
1.6 use of centrifuge in harvesting micro-organisms (protect against
damage)
1.7 probiotic blend formulas
1.8 ability to grow 26 organisms
2. Manufacturing of Probiotics
2.1 Cool-Tab process
2.2 Livebac process
2.3 product formulations
2.4 knowledge of excipients used to enhance probiotic stability and
micro-organism viability
3. MDT (Molecular Dispersion Technology)
3.1 formulas used in androsteine, nor-androsteine, androsteindiol,
nor-androsteinediol, Sports Nutrition Supplements
3.2 MDT manufacturing process
3.3 MDT/CDT (Controlled Delivery Technology) layering - manufacturing
know-how and product formulas
4. SET (Self Emulsifying Technology)
4.1 SET manufacturing process
4.2 formulas and Bills of Materials for products manufactured using
SET
5. CDT (Controlled Delivery Technology)
5.1 manufacture and formulas for CDT thermogenic and weight-loss
products
5.2 formulas incorporating CDT technology
5.3 know-how in producing CDT preblends
Patents
See Schedule A-1
Trademarks
Page A-1
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See Schedule A-2
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SCHEDULE A-1
(PATENTS)
U.S. PATENTS ISSUED
U.S. NO. 5,139,792 METHOD AND SYSTEM FOR DISPENSING LIVE BACTERIA INTO
ANIMAL FEED AND DRINKING WATER
Issue Date: August 18, 1992
Inventors: X.X. Xxxx, R.E. Xxxxxx and X.X. Xxxxxx
U.S. NO. 5,179,020 ANTIBIOTIC RESISTANT STRAIN OF LACTOBACILLUS
ACIDOPHILUS
Issue Date: January 12, 1993
Strain: Bio Techniques No. BT1389
ATCC No. 55221
Inventors: R.E. Xxxxxx, X.X. Xxxx and X.X. Xxxxxx
U.S. NO. 5,256,425 ANTIBIOTIC RESISTANT STRAIN OF LACTOBACILLUS
ACIDOPHILUS
Issue Date: October 26, 1993
Strain: Bio Techniques No. BT1389
ATCC No. 55221
Inventors: R.E. Xxxxxx, X.X. Xxxx and X.X. Xxxxxx
U.S. NO. 5,358,145 DISPENSER FOR DELIVERING MICROINGREDIENTS FROM
CARTRIDGES
Issue Date: October 25, 1994
Inventors: X.X. Xxxxx, et al.
FOREIGN PATENTS ISSUED
CANADIAN NO. 1,298,799 STRAINS OF LACTOBACILLUS ACIDOPHILUS
Issue Date: April 14, 1992
Inventors: Xxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxx
LICENSED TO NUTRACEUTIX, INC.
From BioChemix
U.S. NO. 4,845,123 REDUCTION IN VIVO OF THE INAPPROPRIATE LEVELS OF
ENDOGENOUS AND ENVIRONMENTAL - DERIVED COMPOUNDS BY
SUSTAINED-RELEASE INHIBITORS OF B-GLUCURONIDASE
Issue Date: July 4, 1989
Inventors: Xxxxxxxx Xxxxxxxx, Xxxxxxxxxx Hgnausek-Xxxxxxxx,
Xxxxxx X. Xxxx and Xxxx X. Xxxxxx
From Temple University of the Commonwealth System of Higher Education
SERIAL NO. 08/958,470 MATRIX FOR CONTROLLED DELIVERY OF HIGHLY SOLUBLE
PHARMACEUTICAL AGENTS
Filed: October 27, 1997
Inventors Xxxx Xxxxxxx, et al.
U.S. NO. 6,090,411 MONOLITHIC TABLET FOR CONTROLLED DRUG RELEASE
Issue Date: July 18, 2000
Page A-3
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Inventors: Xxxxxx Xxxxxx and Xxxx Xxxxxxx
PCT INT'L PUB. NO. MONOLITHIC TABLET FOR CONTROLLED DRUG RELEASE
WO 99/45887
Issue Date: September 16, 1999
Inventors: Xxxxxx Xxxxxx and Xxxx Xxxxxxx
Page A-4
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SCHEDULE A-2
(TRADEMARKS)
Trademark Name Country Registration Number Expiration
-------------- ------- ------------------- ----------
Cobactin Plus US 1,801,374 October 26, 2003
Cobactin Plus II US 1,711,123 September 2002
Cobactin US 1,402,806 July 29, 2006
Cobactin Benelux 419,823 February 10, 0000
Xxxxxxxx Xxxxxx 334,740 November 27, 0000
Xxxxxxxx Xxxxxx 1,352,178 April 26, 2006
Cobactin UK 1,264,735 April 15, 2007
Bio Techniques Benelux 510,287 September 1, 2002
Bio Techniques France 92,407,893 February 27, 2002
Bio Techniques US 1,730,602 November 10, 2002
Bio Techniques US 1,392,081 May 6, 2006
Bio Power US 1,375,452 December 17, 2005
Bio Power Canada 332,557 October 2, 2002
Bio Power UK B1,264,642 April 14, 2007
Bio Power US 2,300,000 December 14, 2009
Live-Bac US 1,405,455 August 19, 2006
Nutraceutix US 74/621,937 August 18, 2008
BT 1386 US 2,205,553 November 24, 2008
Nu-Trax US 75/593,041 Pending
CDT US 75/607,270 Pending
BaCCine US 75/768,230 Pending
Molecular Strength US 75/610,907 Pending
S.E.T. US 75/903,260 Pending
S.E.T. Canada In Process Pending
S.E.T. Mexico In Process Pending
S.E.T. Europe; CTM In Process Pending
Cool-Tab US 75/903,320 Pending
Cool-Tab Canada In Process Pending
Cool-Tab Mexico In Process Pending
Cool-Tab Europe; CTM In Process Pending
Bio-Tract US 75/902,816 Pending
Bio-Tract Canada In Process Pending
Bio-Tract Mexico In Process Pending
Bio-Tract Europe; CTM In Process Pending
MDT US 76/070,803 Pending
Page A-5
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Trademark Name Country Registration Number Expiration
-------------- ------- ------------------- ----------
Cobactin E US In Process Pending
Co-Epo US 76/046,466 Pending
Co-Epo Canada In Process Pending
Co-Epo Mexico In Process Pending
Co-Epo Europe; CTM In Process Pending
The Future of Nutrition US 76/046,474 Pending
N and Design US 76/005,969 Pending
D-Glucarate US 76/005,969 Pending
Page A-6
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EXHIBIT B
Chr. Xxxxxx, Inc.
Institut Xxxxxx-Xxxxxxxxx
BioGaia Biologics AB
Harmonimum International Inc.
Al Pharma
UAS Laboratories
Page B-1
