This License Agreement (the “Agreement”) is entered into as of August 16, 2007 (the “Effective Date”) between
Goldschmidt GmbH, a German company with its principle place of business at Goldschmidtstrasse 100, 45127 Essen, Germany
(“Licensee”) and Helix BioMedix, Inc., a Delaware, United States corporation with its principle place of business at 22118 20 th
Avenue SE, Suite 204, Bothell, WA 98021, U.S.A. (“Licensor”).
1. Certain Definitions .
1.1 “ Affiliate ” of a party means an entity directly or indirectly controlling, controlled by or under common control with
that party, where control means the ownership or control, directly or indirectly, of more than 50% of all of the voting power of
the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority, as of the
Effective Date of this Agreement or hereafter during the term of this Agreement; provided that such entity shall be considered
an Affiliate only for the time during which such control exists.
1.2 “ Combination(s )” means any product combination made by incorporation of one or more other active ingredient(s)
with a Product.
1.3 “ Disclosing Party ” means a party hereto that discloses its Proprietary Information to the other party.
1.4 “ Final Formulations ” means any final personal care formulation made by customers of Licensee that incorporates one
or more Peptides (themselves incorporated in Product(s) or Combination(s)) and that is marketable to end customers as a
cosmetic or, as the case may be in certain jurisdictions, as a non-prescription drug if qualified as such under the relevant
national regulatory system.
1.5 “ Improvements ” means any and all new experiences, findings, improvements, modifications, developments and/or
inventions, whether patentable or not, pertaining to Peptides. Notwithstanding the foregoing: (i) Improvements shall not
include specific formulations, including but not limited to Products, Combinations and Final F