0001144204-10-000243 Sample Contracts

SUPPLY AGREEMENT
Supply Agreement • January 5th, 2010 • Nutrition 21 Inc • Biological products, (no disgnostic substances) • Florida

THIS SUPPLY AGREEMENT (this “Agreement”), made and effective the 29th day of December, 2009 (the “Effective Date”), is by and between NUTRITION 21, INC. (hereinafter referred to as “Nutrition 21”), a New York corporation, having a place of business at 4 Manhattanville Road, Purchase, NY 10577 and NATURE’S PRODUCTS, INC., a Florida corporation, having a place of business at 1301 Sawgrass Corporate Parkway, Sunrise, FL 33323.

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Non-Competition Agreement
Non-Competition Agreement • January 5th, 2010 • Nutrition 21 Inc • Biological products, (no disgnostic substances) • Florida

This Non-Competition Agreement is entered into on December 29, 2009 by and among Nature’s Products, Inc., a Florida corporation ("Buyer"), and Nutrition 21, Inc., a New York corporation, (“Nutrition 21” or “Seller”).

Asset Purchase Agreement
Asset Purchase Agreement • January 5th, 2010 • Nutrition 21 Inc • Biological products, (no disgnostic substances) • Florida

This Asset Purchase Agreement (the “Agreement”) is made as of the 29th day of December 2009, by and among Iceland Health, LLC, a New York limited liability company, (“IH”) and Nutrition 21, Inc., a New York corporation, (“Nutrition 21”) ( collectively referred to herein as the “Sellers”)) and Iceland Health, Inc., a Florida corporation (“Buyer”).

Non-Competition Agreement
Non-Competition Agreement • January 5th, 2010 • Nutrition 21 Inc • Biological products, (no disgnostic substances) • Florida

This Non-Competition Agreement is entered into on December 29, 2009 by and among Iceland Health, Inc., a Florida corporation ("Buyer"), Nutrition 21, Inc., a New York corporation, (“Nutrition 21”) and Iceland Health, LLC, a New York limited liability company, (“IH”).

PATENT LICENSE
Patent License Agreement • January 5th, 2010 • Nutrition 21 Inc • Biological products, (no disgnostic substances) • Florida

THIS PATENT LICENSE (this “Agreement”), made and effective as of the 29th day of December, 2009 (the “Effective Date”), is by and between NUTRITION 21, INC. (hereinafter referred to as “Nutrition 21”), a New York corporation having a place of business at 4 Manhattanville Road, Purchase, NY 10577, as Licensor, and NATURE’S PRODUCTS, INC., a Florida corporation, having a place of business at 1301 Sawgrass Corporate Parkway, Sunrise, FL 33323, as Licensee.

Asset Purchase Agreement
Asset Purchase Agreement • January 5th, 2010 • Nutrition 21 Inc • Biological products, (no disgnostic substances) • Florida

This Asset Purchase Agreement (the “Agreement”) is made this 29th day of December 2009, by and between Nutrition 21, Inc., a New York corporation, (“Nutrition 21”) ( the “Seller”)) and Nature’s Products, Inc., a Florida corporation (“Buyer”).

ESCROW AGREEMENT
Escrow Agreement • January 5th, 2010 • Nutrition 21 Inc • Biological products, (no disgnostic substances) • New York

ESCROW AGREEMENT dated as of December 29, 2009, by and between NUTRITION 21, INC., a New York corporation and ICELAND HEALTH, LLC, a New York limited liability company (collectively referred to herein as the “Seller”), ICELAND HEALTH, INC., a Florida corporation, and NATURE’S PRODUCTS, INC., a Florida corporation (collectively “Buyer”) and, AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a financial institution chartered under the laws of the State of New York (the “Agent”). The Seller and Buyer are collectively referred to herein as the "Parties."

TRANSITIONAL SERVICES AGREEMENT
Transitional Services Agreement • January 5th, 2010 • Nutrition 21 Inc • Biological products, (no disgnostic substances) • Florida

THIS AGREEMENT made as of the 29th day of December, 2009 by and between Nutrition 21, Inc., a New York corporation and Iceland Health, LLC, a New York limited liability company(hereinafter collectively called "Seller") and Iceland Health, Inc. a Florida corporation and Nature’s Products, Inc., a Florida corporation (hereinafter collectively called "Buyer").

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