Pacifichealth Laboratories Inc Sample Contracts

Pacifichealth Laboratories Inc – PACIFICHEALTH LABORATORIES REPORTS 2011 FINANCIAL RESULTS (March 7th, 2012)

MATAWAN, NJ, March 7, 2012 - - PacificHealth Laboratories, Inc. (OTCQB: PHLI) (OTCBB: PHLI), a leading sports nutrition company, today reported financial results for the three months and year ended December 31, 2011.

Pacifichealth Laboratories Inc – EMPLOYMENT AGREEMENT (April 12th, 2011)

This Employment Agreement ("Agreement") is entered into as of April 12, 2011 (“Effective Date”) by and between PacificHealth Laboratories, Inc., a Delaware corporation (the "Company"), and Frederick Duffner (the “Executive”).

Pacifichealth Laboratories Inc – PacificHealth Laboratories (February 8th, 2011)
Pacifichealth Laboratories Inc – PacificHealth Laboratories Matawan, NJ 07747 Based upon your input I have set forth terms of a consulting agreement. (July 29th, 2010)
Pacifichealth Laboratories Inc – SEPARATION AND RELEASE AGREEMENT (this “Agreement”), dated as of January 27, 2010, between PacificHealth Laboratories, Inc., a Delaware corporation (the “Company”) and Jason Ash (“Ash”). (January 29th, 2010)

WHEREAS, Ash’s employment and compensation are governed by the terms of (1) that certain Employment Agreement, dated as of January 3, 2008, between the Company and Ash, as amended by that certain Amendment to Employment Agreement, dated as of August 5, 2008, and that certain Second Amendment to Employment Agreement, dated as of June 19, 2009 (collectively, as amended, the “Employment Agreement”), and (2) that certain Option Certificate issued by the Company to Ash on December 5, 2007, attached hereto as Exhibit A, providing for the grant of non-qualified options exercisable for up to 600,000 shares of the Company’s common stock upon the terms set forth therein (“Option Certificate 1”), and (3) that certain Option Certificate issued by the Company to Ash on June 24, 2009, attached hereto as Exhibit B, providing for the grant of non-qualified options exercisable for up to 200,000 shares of the Company’s common stock upon the terms set forth therein (“Option Certificate 2”, and collective

Pacifichealth Laboratories Inc – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (July 1st, 2009)

This Amendment to Employment Agreement (this “Amendment”) is made and entered into this __ day of June, 2009 by and between Jason Ash (the “Employee”) and PacificHealth Laboratories, Inc., a Delaware corporation (the “Company”).

Pacifichealth Laboratories Inc – Safe Harbor During this presentation the Company will be making “forward- looking statements” within the meaning of Section 27(a) of the Securities Act of 1933 and Section 21(e) of the Securities and Exchange Act of 1934. These statements can be identified by introductory words such as "expects", "plans", "will", "estimates", "forecasts", "projects" or words of similar meaning and by the fact they do not relate strictly to historical or current facts. Forward- looking statements frequently are used in discussing new products and their potential. Many factors may cause actual results to differ fr (June 11th, 2009)
Pacifichealth Laboratories Inc – SEPARATION AGREEMENT AND GENERAL RELEASE (August 11th, 2008)
Pacifichealth Laboratories Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (August 11th, 2008)

This Amendment to Employment Agreement (this “Amendment”) is made and entered into this 5th day of August, 2008, effective as of the 1st day of August, 2008 by and between Jason Ash (the “Employee”) and PacificHealth Laboratories, Inc., a Delaware corporation (the “Company”).

Pacifichealth Laboratories Inc – COMMERCIAL PLEDGE AGREEMENT (May 2nd, 2008)

DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:

Pacifichealth Laboratories Inc – BUSINESS LOAN AGREEMENT (May 2nd, 2008)

THIS BUSINESS LOAN AGREEMENT dated April 21, 2008, is made and executed between PacificHealth Laboratories, Inc. ("Borrower") and Grand Bank, N.A. ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, Including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

Pacifichealth Laboratories Inc – PROMISSORY NOTE (May 2nd, 2008)

PROMISE TO PAY. PacificHealth Laboratories, Inc. ("Borrower') promises to pay to Grand Bank, N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Six Hundred Seventy-five Thousand & 00/100 Dollars ($675,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. Borrower also promises to pay all applicable fees and expenses.

Pacifichealth Laboratories Inc – SUBORDINATION AGREEMENT (May 2nd, 2008)

THIS SUBORDINATION AGREEMENT dated April 21, 2008, is made and executed among PacificHealth Laboratories, Inc.; 100 Matawan Road, Suite 420; Matawan, NJ 07747 ("Borrower); Robert Portman and Stephen P. Kuchen, 100 Matawan Road, Suite 420, Matawan, NJ 07747 ("Creditor"); and Grand Bank, NA.; One Edinburg Road; Hamilton, NJ 08619 ("Lender").

Pacifichealth Laboratories Inc – EMPLOYMENT AGREEMENT (December 3rd, 2007)

This Employment Agreement ("Agreement") is entered into as of January 3, 2008 (“Effective Date”) by and between PacificHealth Laboratories, Inc. (hereinafter the "Company"), a Delaware corporation, and Jason Ash (hereinafter "Employee").

Pacifichealth Laboratories Inc – EMPLOYMENT AGREEMENT (October 3rd, 2007)

This Employment Agreement (“Agreement”) is entered into as of January 1, 2007 (“Effective Date”) by and between PacificHealth Laboratories, Inc. (hereinafter the “Company”), a Delaware corporation, and Robert Portman (hereinafter “Employee”).

Pacifichealth Laboratories Inc – STOCK PURCHASE AGREEMENT (February 27th, 2007)

This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 22, 2007 (the “Closing Date”), is entered into by and among PacificHealth Laboratories, Inc., a Delaware corporation, with an office located at 100 Matawan Road, Suite 420, Matawan, New Jersey (the “Company”), and Aquifer Opportunity Fund, L.P. and Marc Particelli (each a “Buyer”, and together, the “Buyers”).

Pacifichealth Laboratories Inc – This Option Certificate evidences an Option ("Option") to purchase shares ("Option Shares") of Common Stock, par value $0.0025, of PacificHealth Laboratories, Inc. (the "Company") granted to ADAM MIZEL (the "Optionee") pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan"), a copy of which has been furnished to the Optionee simultaneously with the delivery of this Option Certificate. The Option and Option Shares are subject to the terms, conditions, limitations and restrictions set forth in the Plan and the following terms and conditions: IN WITNESS WHEREOF, this Option Certif (February 27th, 2007)
Pacifichealth Laboratories Inc – This Option Certificate evidences an Option ("Option") to purchase shares ("Option Shares") of Common Stock, par value $0.0025, of PacificHealth Laboratories, Inc. (the "Company") granted to MARC PARTICELLI (the "Optionee") pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan"), a copy of which has been furnished to the Optionee simultaneously with the delivery of this Option Certificate. The Option and Option Shares are subject to the terms, conditions, limitations and restrictions set forth in the Plan and the following terms and conditions: IN WITNESS WHEREOF, this Option C (February 27th, 2007)
Pacifichealth Laboratories Inc – -i- -ii- -iii- REDACTED ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (together with all Exhibits and Schedules hereto, this "Agreement") is entered into as of February 22, 2006, by and between Mott's LLP, a Delaware limited liability partnership ("Buyer"), and PacificHealth Laboratories, Inc., a Delaware corporation ("Seller"). WHEREAS, Seller is engaged in, among other things, the research, development, testing, production, manufacture, marketing, sale and distribution of products marketed under the "ACCELERADE"(R) and "ENDUROX"(R) brand names (together with any variations, extensio (March 31st, 2006)

TERM SECTION ---- ------- ACCELERADE Preamble Acquired Intellectual Property 1.1 Agreement Preamble Annual Sales Percentage 1.4(d) Assets 1.1 Basket Amount 9.2 Brand Names Preamble Buyer Preamble Buyer Indemnified Parties 9.2 Closing 2.1 Closing D

Pacifichealth Laboratories Inc – EX 10.9 EXECUTION VERSION REDACTED - AS FILED [PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Brackets "[ ]" ARE USED TO INDICATE WHERE A PORTION OF THIS EXHIBIT HAS BEEN OMITTED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. A COMPLETE COPY OF THIS EXHIBIT, CONTAINING ALL OF THE OMITTED PORTIONS, HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION TOGETHER WITH THE REQUEST FOR CONFIDENTIAL TREATMENT. LICENSE AGREEMENT This License Agreement (this "Agreement") is entered into as of February 22, 20 (March 31st, 2006)

Patent/ Application No. Title Status --------------- ----- ------ UNITED STATES: --------------------------------------------------------------------------------------------------------------- US 5,585,101 Method to Improve Performance During Exercise Using the Issued December 17, Ciwuji Plant 1996. --------------------------- ---------------------------------------------------------- ------------------------ US 6,051,236 Composition for Optimizing Muscle Performance During Issued April 18, 2000. Exercise --------------------------- ---------------------------------------------------------- ------------------------ US 6,989,171 Sports Drink Composition for Enhancing Glucose Uptake Is

Pacifichealth Laboratories Inc – EXECUTION VERSION REDACTED - AS FILED [PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Brackets "[ ]" ARE USED TO INDICATE WHERE A PORTION OF THIS EXHIBIT HAS BEEN OMITTED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. A COMPLETE COPY OF THIS EXHIBIT, CONTAINING ALL OF THE OMITTED PORTIONS, HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION TOGETHER WITH THE REQUEST FOR CONFIDENTIAL TREATMENT. CONSULTING, LICENSE AND NONCOMPETITION AGREEMENT This Consulting, License and Noncompetition Agreement (t (March 31st, 2006)
Pacifichealth Laboratories Inc – THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. PACIFICHEALTH LABORATORIES, INC. SECURED CONVERTIBLE PROMISSORY NOTE Note No. ___ ____________ (August 30th, 2005)
Pacifichealth Laboratories Inc – AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT, is dated as of the 24th day of August, 2005, by and between PacificHealth Laboratories, Inc., a Delaware corporation (the "COMPANY"), Hormel Health Labs, LLC ("INVESTOR") and any Additional Investor (as defined in the Purchase Agreement) that becomes a party to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such person shall thereupon be deemed an "Investor" for all purposes of this Agreement), and amends and restates the Investors' Right (August 30th, 2005)
Pacifichealth Laboratories Inc – AMENDMENT NO. 1 TO EXCLUSIVE CUSTOM MANUFACTURING AGREEMENT This Amendment (the "Amendment") is dated as of August 24, 2005 and amends that certain Exclusive Custom Manufacturing Agreement (the "Original Agreement") dated as of the 28th day of January, 2005, by and between Century Foods, a division of Hormel Foods Corporation, a Delaware corporation, with principal offices at 400 Century Court, Sparta, Wisconsin 54656 ("Contractor") and Pacifichealth Laboratories, a Delaware corporation with its principal offices at 100 Matawan Road, Suite 420, Matawan, NJ 07747-3913 ("PHL"). The Original Agre (August 30th, 2005)
Pacifichealth Laboratories Inc – SECURITY AGREEMENT This SECURITY AGREEMENT (this "AGREEMENT") is dated as of August 24, 2005, by and between PacificHealth Laboratories, Inc., a Delaware corporation ("DEBTOR"), and Hormel Health Labs, LLC (the "LENDER"). RECITALS: A. Debtor entered into a Securities Purchase Agreement (the "PURCHASE AGREEMENT") of even date herewith pursuant to which Debtor borrowed $500,000 from Lender under the terms of a Secured Promissory Note (the "NOTE"). B. As a condition to the execution and delivery of the Purchase Agreement, the Lender required Debtor to secure Debtor's obligations to the Lender und (August 30th, 2005)
Pacifichealth Laboratories Inc – SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the "AGREEMENT") is made as of the 24th day of August, 2005 by and among PacificHealth Laboratories, Inc., a Delaware corporation (the "COMPANY") and Hormel Health Labs, LLC, a Delaware limited liability Company (the "PURCHASER"). The parties hereby agree as follows: 1. Purchase and Sale of Secured Convertible Promissory Note. 1.1. Sale and Issuance of Secured Convertible Promissory Note. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Company agrees to sell and issu (August 30th, 2005)
Pacifichealth Laboratories Inc – [GRAPHIC OMITTED] ------------------------------------------------------------- ------------------- For Immediate Release: Contact: Lester Rosenkrantz Mark Beal Cameron Associates Alan Taylor Communications 212-554-5486 212-714-1280 lester@cameronassoc.com PacificHealth Laboratories, Inc. Announces 64% Increase in First Quarter 2004 Revenues MATAWAN, NJ - April 2, 2004 - PacificHealth Laboratories, Inc. (OTCBB: PHLI), an innovative nutrition technology company, announced today that revenues for the first quarter of 2004 were approximately $2,300,000 (unaudited), a 64% increase over the same per (April 5th, 2004)
Pacifichealth Laboratories Inc – PacificHealth Laboratories, Inc. Reports Year End and Fourth Quarter 2003 Results Monday March 29, 10:46 am ET ACCELERADE(R) Sports Drink Revenues Up 30% MATAWAN, N.J.--(BUSINESS WIRE)--March 29, 2004-- PacificHealth Laboratories, Inc. (OTCBB: PHLI - News), an innovative nutrition technology company, announced revenues of $5,453,571 for the year ended December 31, 2003 versus revenues of $5,120,353 for the same period in 2002. The Company reported a net loss of ($1,451,274), or ($0.20) per share for the year ended December 31, 2003 compared to a net loss of ($2,570,452), or ($0.42) per share, (April 5th, 2004)
Pacifichealth Laboratories Inc – SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), entered into effective this ___ day of __________ 2003, by and among PacificHealth Laboratories, Inc., a Delaware corporation, with headquarters located at 100 Matawan Road, Suite 420, Matawan, NJ 07747 (the "Company"), and the investors signatory hereto (each, severally, the "Buyer"). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D ("Regulation D") promulgated by the United States (November 10th, 2003)

SCHEDULE 1: SECURITIES PURCHASED/BUYER DATA ------------------------------------------- Buyer's Representatives' Buyer's Mailing Mailing Address, Address, Facsimile Number Facsimile Number and Purchase Number of Number of and Buyer's Name E-mail Address Price Common Shares Warrant Shares E-mail Address -------------------------- -------------------- ------------- --------------- ------------

Pacifichealth Laboratories Inc – REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of __________, 2003, is entered into by and among PacificHealth Laboratories, Inc., a Delaware corporation, with headquarters located at 100 Matawan Rd., Suite 420, Matawan, NJ 07747 (the "Company"), and the investors signatory hereto (each, severally, the "Buyer"). WHEREAS: A. Pursuant to a Securities Purchase Agreement dated this date between the Company and the Buyer, the Company has sold and the Buyer has purchased Units of securities of the Company (the "Units") consisting of the Company's Common (November 10th, 2003)
Pacifichealth Laboratories Inc – WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT AND SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM REASONABLY A (November 10th, 2003)
Pacifichealth Laboratories Inc – MATAWAN, N.J.–(BUSINESS WIRE)–Sept. 30, 2003–PacificHealth Laboratories, Inc. (OTCBB: PHLI – News), a leading nutrition technology company, announced today that it has completed $1,500,000 in gross proceeds from a private placement, before fees and commissions of approximately $100,000. On August 26, 2003, the Company closed on an initial amount of $575,000 and today closed on an additional $925,000. The private placement consisted of the sale of Units consisting of two shares of PHLI common stock and one warrant exercisable for one share of common stock. The investors paid a Unit purchase pri (October 2nd, 2003)

This news release contains forward-looking statements. These statements can be identified by introductory words such as “expects”, “plans”, “will”, “estimates”, “forecasts”, “projects” or words of similar meaning and by the fact they do not relate strictly to historical or current facts. Forward-looking statements frequently are used in discussing new products and their potential. Many factors may cause actual results to differ from forward-looking statements, including inaccurate assumptions and a broad variety of risks and uncertainties, some of which are known, such general economic conditions, consumer product acceptance and competitive products, and others of which are not. No forward-looking statements are a guarantee of future results or events, and one should avoid placing undue reliance on such statements.

Pacifichealth Laboratories Inc – [GRAPHIC OMITTED] For Immediate Release: ---------------------- Contact: Lester Rosenkrantz Mark Beal Cameron Associates Alan Taylor Communications 212-554-5486 212-714-1280 lester@cameronassoc.com PACIFICHEALTH LABORATORIES REPORTS FIRST QUARTER 2003 RESULTS; REVENUES UP 21% ACCELERADE(R) Powdered Sports Drink Revenues Increase 84% WOODBRIDGE, NJ, May 13, 2003 - - PacificHealth Laboratories, Inc. (NASDAQ: PHLI), an innovative nutrition technology company, reported today a 21% increase in revenues to $1,397,779 for the quarter ended March 31, 2003 versus revenues of $1,156,930 for the same per (May 14th, 2003)

March 31, Dec 31, 2003 2002 (Unaudited) (Audited) ----------- ----------- Current assets: Cash and cash equivalents $ 409,356 $ 628,435 Accounts receivable, net 697,299 335,219 Inventories 1,070,827 1,537,784 Prepaid expenses 147,340 142,865 ---------- ---------- Total current assets

Pacifichealth Laboratories Inc – PROMOTIONAL SHARES LOCK-IN AGREEMENT (December 19th, 1997)
Pacifichealth Laboratories Inc – Re: Agreement Not to Sell (December 19th, 1997)