270 Legal [Sample Agreements]

LICENSE AGREEMENT

THIS AGREEMENT, entered into and effective as of the 15TH day of July, 1999 (the “Effective Date”) by and between TRISTRATA TECHNOLOGY, INC., a Delaware corporation having its principal place of business at 1105 North Market Street, Suite 1300, P.O. Box 8985, Wilmington, Delaware 19899 (hereinafter referred to as “LICENSOR”) and MDF Acquisition Corp. a Delaware corporation having a principal place of business at 10455 Pacific Center Court, San Diego, CA 92121, (hereinafter referred to as “LICENSEE”);

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ARTICLE II – DEFINITIONS

2.01 “Excluded Channel of Trade” shall mean the mail order, multi-level and direct door-to-door markets. Notwithstanding the Excluded Channel of Trade herein, LICENSEE may process orders made by customers of LICENSEE as a result of 800 telephone, toll-free telephone or telephone orders, provided that LICENSEE and its Affiliates shall not employ television, including without limitation, television infomercials, to advertise any 800 telephone, toll-free telephone or any telephone numbers to take, process or receive sales orders.

2.02 “Licensed Patent Rights” shall mean, subject to the specific exclusions set forth in Sections 1.03 and 2.03, those portions of the patents and patent applications set forth in Schedule A hereto, as Schedule A may from time to time be amended, and all divisions, continuations, continuations-in-part, reissues, reexaminations and extensions thereof; (a) covering only cosmetic and dermatologic preparations containing glycolic acid and/or its salts for: (1) the treatment of human skin wrinkles and/or fine lines on the human skin; (2) the treatment of dry skin; (3) as a skin cleanser; (4) as a hair conditioner; (5) as a shampoo; (b) covering only cosmetic and dermatologic preparations containing glycolic acid and/or its salts, in combination with salicylic acid for the treatment of acne; and (c) covering only cosmetic and dermatologic preparations containing glycolic acid and/or its salts in combination with two percent (2%) or less of hydroquinone for the treatment of pigmented spots on human skin.

2.03 Notwithstanding anything herein to the contrary, “Licensed Patent Rights” shall not include any rights to a patent or patent application on an invention unless such rights relate to:

(a) glycolic acid and/or its salts; and

(b) a method for using glycolic acid and/or its salts or compositions containing glycolic acid and/or its salts, for: (1) the treatment of human skin wrinkles or fine lines on the human skin by topically applying compositions containing glycolic acid or a salt thereof to human skin; (2) the treatment of dry skin; (3) as a skin cleanser; (4) as a hair conditioner, and (5) as a shampoo;

(c) a method for using glycolic acid and/or its salts, in combination with salicylic acid for the treatment of acne; or

(d) a method for using glycolic acid and/or its salts, in combination with two percent (2%) or less of hydroquinone for the treatment of pigmented spots on human skin.

2.04 “Licensed Products” shall include any cosmetic and/or dermatologic preparation covered by the Licensed Patent Rights: (a) containing glycolic acid and/or its salts: (1) for the treatment of human skin wrinkles and/or fine lines on the human skin; (2) the treatment of dry skin; (3) as a skin cleanser; (4) as a hair conditioner; (5) as a shampoo; or (b) cosmetic and dermatologic preparations containing glycolic acid and/or its salts, in combination with salicylic acid for the treatment of acne; or (c) cosmetic and dermatologic preparations containing glycolic acid and/or its salts in combination with two percent (2%) or less of hydroquinone for the treatment of pigmented spots on human skin.
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