SUPPLY AND LICENSE AGREEMENT
This Agreement is made effective as of April 9, 2007 by and between Colloral LLC, a Delaware limited liability company
(“Colloral”), and Futurebiotics, LLC, a New York limited liability company (“Futurebiotics, LLC”).
1.1. Annual Minimum Purchase means the number of units of Product identified for a particular year on Schedule A .
1.2. Confidential Information means business and technical information, trade secrets and other similar information
including, without limitation, the terms of this Agreement, communicated to one party by the other party in any manner in
connection with this Agreement, whether before or during the term of this Agreement.
1.3. Effective Date means the date of this Agreement.
1.4. Improvements means any findings, discoveries, inventions, additions, patents, know-how, modifications, formulations
or changes that relate to or are incorporated into the Product made during the term of this Agreement. Trademarks are
specifically excluded from the definition of Improvements.
1.5. Intellectual Property means any invention, idea, concept, discovery, design, development, technique, methodology,
innovation, process, formula, data, know-how, trade secret or intellectual property right, writing, documentation, data, computer
software and hardware and related documentation whatsoever or any interest therein, whether or not patentable or registrable
or subject to analogous protection relating to or incorporated in the Product, including, without limitation, any Improvements,
whether made by Colloral, its licensors, Futurebiotics, LLC or any of such parties working together.
1.6. Losses means liabilities; claims, whether asserted by a third party or by a party to this Agreement; losses; damages;
judgments; awards; costs and expenses, including, without limitation, reasonable attorneys’ fees.
1.7. Product means Colloral’s proprietary dietary supplement for the relief of joint pain that Col