Exhibit “D” PROPOSED ROYALTY LIQUIDATION TRUSTTrust Agreement • June 21st, 2004 • Planet Polymer Technologies Inc • Services-commercial physical & biological research • California
THIS TRUST AGREEMENT, dated as of _______________, 2004, is made by and between PLANET POLYMER TECHNOLOGIES, INC, as Grantor, and US BANK, as Trustee.
EXHIBIT “C” ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 21st, 2004 • Planet Polymer Technologies Inc • Services-commercial physical & biological research • California
THIS ASSET PURCHASE AGREEMENT, dated as of March 18, 2004, (this “Agreement”), by and between Planet Polymer Technologies, Inc., a California corporation (“Purchaser”), and Allergy Free, LLC, a California limited liability company (“Seller”).
EXHIBIT “C 1” FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT DATED AS OF MARCH 18, 2004 BY AND AMONG PLANET POLYMER TECHNOLOGIES, INC. AND ALLERGY FREE, LLCAsset Purchase Agreement • June 21st, 2004 • Planet Polymer Technologies Inc • Services-commercial physical & biological research
accepting such prepayment and amending the Ryer Agreement. The terms of the Ryer Note are described more fully in the Ryer Agreement. Other than the right to receive and collect (i) royalties and (ii) proceeds received in prepayment of the Ryer Note, Purchaser will retain all other rights and obligations under the Sale and License Agreements. In the event Purchaser incurs costs or expenses in connection with obligations under the Sale and Licensing Agreements, Purchaser shall be entitled to reimbursement from the trust for such costs and expenses to the extent of any undistributed royalties received by the Trustee, provided such rights shall be subordinate to any rights of the Trustee for payment of its fees and expenses. In the event pursuant to the Sale and Licensing Agreement, Purchaser recovers the exclusive or nonexclusive right to exploit such technologies, Purchaser may do so for Purchaser’s own account and with no obligation to pay royalties to the Trustee.”
