Licensing Agreement
Forslean® Intellectual property Licensing Agreement
______________________________________("Licensee") accepts the current ForsLean® Preferred Licensee Program, and is granted the right to use the ForsLean trademark, patent claims and number, research data, advertising slogans, and other ForsLean related product information that are proprietary to Sabinsa Corporation by agreeing to:
display the ForsLean® logo and patent number on the labels of its ForsLean-containing products which are part of this Agreement (camera-ready logo artwork or electronic file provided by Sabinsa, sized according to container size)
identify the ForsLean name wherever it is used in Licensee’s labeling and advertising materials as a registered trademark of Sabinsa Corporation, and comply with all of the provisions set forth herein
Intellectual property value and protection: Sabinsa has invested significant financial and human capital in the development, characterization, insulation (US and international patents), and validation of its proprietary Coleus forskohlii extract branded as ForsLean®. This enables us to license the technology and its associated value to ethical and leading finished product marketers. The value includes the patent claims related to body composition, weight loss, lean mass, and mood disorders, complemented by the method of processing Coleus forskohlii to yield ForsLean. As with any botanical extract that is not a pure chemical entity the chemical profile can vary moderately to considerably between suppliers, not limited to the "marker compound". ForsLean is the only patented, clinical research validated Coleus forskohlii extract targeted for body composition available for sale in the world. It is also the subject of intensive characterization analysis, to develop a comprehensive "chemoprofiling" of the extract. This enables Sabinsa to safeguard the investment of its Licensees that are licensees to this Intellectual Property Licensing Agreement, within the dietary supplement marketplace. To this end Sabinsa vigilantly monitors
1) the unauthorized use of claims related to the ForsLean patent (US 5,804,596, and other patents pending),
2) the dilution of ForsLean with other Coleus forskohlii material(s) that differ in composition from ForsLean and have not been the subject of clinical research, and
3) the piracy of its expanding clinical research portfolio. Sabinsa is committed to protecting its investment and assuring its Intellectual Property licensees the maximum benefit from such alliance.
Ingredient Disclosure
Licensee agrees that ForsLean shall serve as the sole source of Coleus forskohlii used in the products that are a part of this Agreement. Licensee also agrees to conspicuously display the ForsLean logo on the principal display panel on the product labels in such a way that it clearly identifies the source of Coleus forskohlii in the product as ForsLean.
With respect to this Agreement, use of the ForsLean trade name, patent claims and number, research data, advertising slogan(s) or any other ForsLean-related product information which are proprietary to Sabinsa Corporation is restricted to the promotion of the ForsLean ingredient in Licensee’s labeling and advertising materials. Licensee agrees that it shall not feature, display nor relate in any manner, either directly or indirectly, the ForsLean trade name, patent claims and number, research data, advertising slogan(s), or any other ForsLean-related product information that are the property of Sabinsa Corporation, to any of its products or ingredients that are not a part of this Agreement.
Contract Manufacturers
Licensee warrants that all of its contract manufacturers and/or vendors involved in the manufacturing of any of the products that are a part of this Agreement are aware of the terms and conditions of the Agreement. Licensee further agrees to assume full responsibility for compliance of its vendors to the covenants described herein.
Amendments
Licensee acknowledges that Sabinsa, at its sole discretion, may amend or nullify all or part of the ForsLean Preferred Licensee Program or other privileges described in this Agreement at any time upon at least ninety (90) days prior written notice. Customer may continue to use and sell its remaining inventory of ForsLean following any amendments, nullification or termination by Sabinsa.
Execution of Agreement
Licensee acknowledges that the Preferred Licensee status shall be granted upon 1) execution of this Agreement, 2) delivery to Sabinsa label copy displaying the ForsLean logo for each product that is a part of this Agreement, 3) final approval from Sabinsa, as indicated below.
Products
The product(s) Licensee is submitting for approval under the terms and conditions of this Agreement are set forth in Addendum A attached hereto.
Product Additions
Licensee may add products to this Agreement by notifying Sabinsa in writing. All such product additions are subject to the terms and conditions described herein, and written approval of Sabinsa.
Research Data
Licensee agrees to treat research data as intellectual property of Sabinsa Corporation and shall not apply it to other materials.
Monitoring
Licensee consents to its products being subjected to random and periodic chemoprofile analysis and audit by Sabinsa for the purpose of adherence to this Licensing Agreement. As stated in section D above, Licensee agrees to assume full responsibility for compliance of its contract manufacturer vendors in this regard.
As an authorized representative of Licensee I hereby agree to the above:
Name : __________________________
Title : ___________________________
Signature : _______________________
Date : __________________________
As an authorized representative for Sabinsa, I hereby accept the above:
Name____________________________
Title_____________________________
Date_____________________________
Forslean® Intellectual property Licensing Agreement- Addendum A
Following are the product(s) submitted by Licensee for approval under the terms and conditions of this Agreement. Please list product(s) by their proper trade name(s).
___________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________Company (Licensee) ____________________
Name : ______________________________
Signature :____________________________
Date : _______________________________
Forslean® Preferred Licensee Program
Increase your product sales and profits by becoming a ForsLeanâ Preferred Licensee. To qualify, simply display the ForsLean logo and patent number on your product label(s) and complete the Intellectual Property Licensing Agreement. You will receive these pricing, promotional and service advantages.
Advertising and Promotion Support
Sabinsa supports ForsLean in the marketplace with press releases, strategic media campaigns centered on the communication of its expanding clinical research program within the scientific community, trade and consumer articles, and advertisements in popular health publications. This exposure increases the value of, and demand for, your ForsLean-containing products.
Dedicated ForsLean Website
Sabinsa supports ForsLean with a dedicated website that your Licensees and employees can access to get free information and updates on ForsLean (www.forsleans.com). Sabinsa also provides free educational brochures on ForsLean.
Service Priority
ForsLean® Preferred Customers will receive our immediate attention, including priority shipping status. That means that your orders take precendent, normally going out the same day, or the day after they are received.
To become a Preferred Customer, complete the agreement on the back and send us a copy of your product label(s) displaying the ForsLean® logo and patent number. In the event your label copy has not yet been prepared, a 45-day grace period from the day we receive you order will be allowed in which to provide proof of labeling. Once proof is received, the Certification Discount will be rebated to you on all orders placed during this period and automatically applied to future ForsLean® orders.
ForsLean® Product representations and Warranties
1. Product is a patented, plant extract of Coleus forskohlii (latin name) known to be the only natural source to contain forskohlin.
2. Product conforms to the following specifications.
| PLANT SPECIES | Coleus forskohlii |
| Description | Light brown to brown powder with a characteristic odor |
| Identification | a) To comply by TLC b) To comply by HPLC |
| Loss on drying | Not more than 6.0% |
| Solubility · Water solubles · Alcohol solubles | Insoluble in water Not less than 30.0% |
| Heavy Metals | Not more than 20 ppm |
| Arsenic | Not more than 1 ppm |
| Lead | Not more than 10 ppm |
| Tapped Bulk Density | Between 0.30 g/mL and 0.70 g/mL |
| Loose Bulk Density | Between 0.15 g/mL and 0.45 g/mL |
| Sieve test (passes through) · 20 mesh · 40 mesh · 80 mesh | Not less than 100.0% Not less than 80.0% Not less than 60.0% |
| Assay · Content of Forskohlin by HPLC | Not less than 10.0% and not more than 12.0% |
3. Product specifications described herein are guaranteed upon delivery for a period of five years from date of manufacture, if stored under normal storage conditions (dry and void of excessive heat).
4. Recommended product use in humans as a dietary supplement is one 250 milligram dose 20-30 minutes before a meal, twice a day.
5. ForsLean consists of high quality ingredients suitable for human consumption and has been shown to be safe in clinical studies when taken at the recommended dosage.
6. Sabinsa warrants that it, or its principals, are the sole owner(s) of the ForsLean trademark and logo.
7. Sabinsa warrants that it, or its principals, are the sole owner(s) of US Patent #5,804,596. International patents pending.
8. Sabinsa will provide key insights related to efficacy recommendations, gleaned from to its evolving clinical research program.
