Copyright © 1997 PD Associates
THIS AGREEMENT is entered into as of February 9 th , 2007 by and between Pure Laboratories
LLC whose principal address is 8100 S.W. 81 st Drive Suite 210, Miami, Fl 33143 (hereinafter referred to as
“LICENSOR”) and XenaCAre Holdings, Inc., having its principal place of business at 3275 W. Hillsborough
Blvd, Suite 300 Deerfield, FL 33442, (hereinafter referred to as “LICENSEE”).
WHEREAS , LICENSOR has developed and/or invented products described as (a) THE SUNPILL
and its related trademarks, and (b) A PATENT PENDING PROPRIETARY FORMULA THAT
CONTAINS a combination of Vitamins, herbs and antioxidants; and
WHEREAS , LICENSEE is desirous of obtaining a license to manufacture, distribute and sell (a) THE
SUNPILL and all related trademarks , and (b) A PATENT PENDING PROPRIETARY FORMULA
THAT CONTAINS Vitamins, herbs and antioxidants which is owned by LICENSOR.
NOW , THEREFORE, in consideration of the mutual covenants hereinafter set forth,
IT IS MUTUALLY COVENANTED AND AGREED AS FOLLOWS:
“ LICENSED PRODUCTS ” means the product or product idea identified as (a) THE SUNPILL
and all related trademarks (b) A PATENT PENDING PROPRIETARY FORMULA THAT
CONTAINS Vitamins, herbs and antioxidants.
“ SOLD ” means when LICENSED PRODUCTS are billed out, delivered, shipped or mailed to a
customer, or when used or set aside for future use by LICENSEE, whichever shall first occur. The phrase “set
aside for future use” shall not be deemed to include LICENSED PRODUCTS placed in inventory for future sale.
“ NET SELLING PRICE ” means the actual F.O.B. factory billing price at which LICENSED
PRODUCTS shall be SOLD in normal arm’s length commercial transactions. In the case of non-arms length
transactions, the equivalent thereof or fair market value, as the case may be, of such LICENSED PRODUCTS
shall be the NET SELLING PRICE. For sales made at full retail price (direct response) Net Selling