AMENDMENT NO. 1 Dated as of May 31, 2011 To LOAN AGREEMENT Dated as of August 18, 2009Loan Agreement • June 3rd, 2011 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Utah
This AMENDMENT NO. 1 (this “Amendment”) dated as of May 31, 2011 is entered into between SCHIFF NUTRITION GROUP, INC., a Utah corporation, as Borrower, and the Lenders that are a party hereto, including U.S. BANK NATIONAL ASSOCIATION, in its capacity as a Lender and as administrative agent for the Lenders. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the “Loan Agreement” referred to below.
INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between GANEDEN BIOTECH, INC. (“Ganeden” or “Licensor”) and SCHIFF NUTRITION GROUP, INC. (“Licensee”) DATED AS OF June 1, 2011Intellectual Property License Agreement • June 3rd, 2011 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Delaware
This Intellectual Property License Agreement (“Agreement”) is dated as of June 1, 2011 (“Effective Date”), by and between Ganeden Biotech, Inc., a Delaware corporation, having its principal place of business at 5915 Landerbrook Dr, Suite #304, Mayfield Heights, OH 44124 (“Ganeden” or “Licensor”) and Schiff Nutrition Group, Inc., a Utah corporation its principal place of business at 2002 South 5070 West, Salt Lake City, Utah 84104 (“Purchaser” or “Licensee”).
ASSET PURCHASE AGREEMENT by and between GANEDEN BIOTECH, INC. (“Seller”) SCHIFF NUTRITION GROUP, INC. (“Purchaser”) and with respect to Article 7 only (“Escrow Agent”) DATED AS OF June 1, 2011Asset Purchase Agreement • June 3rd, 2011 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Delaware
THIS ASSET PURCHASE AGREEMENT (collectively with the Exhibits, Disclosure Schedules and Schedules referred to herein, this “Agreement”) is made as of June 1, 2011, by and between Ganeden Biotech, Inc., a Delaware corporation (“Seller”), Schiff Nutrition Group, Inc., a Utah corporation (“Purchaser”) and with respect to Article 7 only, U.S. Bank National Association, a national banking association, as escrow agent (“Escrow Agent” and with Seller and Purchaser, each a “Party” and, together, the “Parties”).
