EXHIBIT 10.3
LICENSE AGREEMENT
SIERRA MEDICINALS, INC
----------------------
(Dr. Steven Rosenblatt, M.d., Phd.)
This agreement ("Agreement") is made by and between Sierra Medicinals, Inc.,2029 Century Park East, Suite 1112, Los Angeles, CA 90067 ("LICENSOR") and L.Perrigo Company ("LICENSEE") and is effective as of MAY 8, 2003 ("EFFECTIVEDATE"), upon full execution by both parties. Licensee is located at 515 EasternAvenue, Allegan, Michigan, 49010. In consideration for the mutual obligationsdescribed below, Licensor and Licensee hereby agree to thefollowing:
PREMISE
       Licensor has Dr. Steven Rosenblatt,M.D., Phd., ("ROSENBLATT") a licensed practicing medical doctor with areputation for expertise in the human dietary supplement field (the "LICENSEDFIELD") under contract.
       Licensee is a manufacture and marketerof dietary maintenance and supplements of all types, including the types withinLicensor’s expertise.
       Licensor, in pursuit of its businessinterests, and Rosenblatt, in pursuit of his professional practice, desire togrant Licensee rights to the Licensed Elements (defined below) and Licenseedesires to utilize such rights all as described below.
SPECIFIC TERMS
1. GRANT OF RIGHTS.
       A.     Subjectto all the terms and conditions of this Agreement, Licensor hereby grantsLicensee the following exclusive rights with respect to the Licensed Products,during the Term and within the Territory: the right to use the Licensed Elementsin connection with the creating, developing, manufacturing, marketing,promoting, advertising, distributing, and sale of the Licensed Products throughAuthorized Distribution Channels.
       B.     "LICENSEDPRODUCTS" consist solely of the following product items that use the LicensedElements, and include their associated packaging:
       Weight loss products used for humandietary maintenance and supplements.
       C.     "LICENSEDELEMENTS" means the likeness and name of Rosenblatt. "Licensed Elements"includes the Rosenblatt name and all testimonials, commentary or endorsement,writing or oral expression of any sort with respect to the Licensed Products."Licensed Elements" includes any drawing, likeness, photograph, or other graphicrepresentation media now in existence or created in the future intended toidentify or actually identifying Rosenblatt.****   

       D.     The"TERM" shall begin as of the Effective Date of this Agreement and end on thisdate in 2006, unless sooner terminated pursuant to the provisions of thisAgreement.
       E.     The"TERRITORY" means: United States, Canada, Mexico, and the United Kingdom,including in each case, their Territories, Possessions, and MilitaryInstallations.
       F.     "AUTHORIZEDDISTRIBUTION CHANNELS" consist of the Food, Drug, Mass Market Retailers, andHealth Food Store and Independent Retail outlets. "MASS MARKET RETAILERS" meansretailers that are generally understood to be mass merchants (such as Kmart,Wal-Mart, and Target), mass market toy chains, warehouse clubs, conveniencestores, superstores, drugstores, supermarkets, and grocery stores, and includesmail order, print catalog, and online sites operated by the above retailers."HEALTH FOOD STORE AND INDEPENDENT RETAILERS" means retailers that are generallyunderstood to be health food chain stores (such as Whole Foods, Wild Oats andGNC) and non chain, independent retailers in each case who are selling dietarysupplements. Licensee is authorized to use wholesalers and distributorscustomarily used in the industry to reach Licensee’s AuthorizedDistribution Channels.
2. FINANCIAL TERMS.
       A.     ROYALTIES.In consideration for the rights granted to Licensee under this Agreement,Licensee shall pay Licensor (and not Rosenblatt) royalties equal to thepercentages set forth below of Licensee’s "Net Invoiced Billings" from allsales of the Licensed Products during the Term by Licensee in the territorythrough the Authorized Distribution Channels.

During the first 12 months of the term hereof    

- 3% 
During the balance of the term hereof        

- 5% 
       B.     PAYMENTMETHOD. All payments to Licensor under this Agreement shall be made by checkpayable to Licensor and sent to the address first written. No later than 30 daysafter the end of an Accounting Period (starting from the first Accounting Periodin which Licensee has sold a Licensed Product), Licensee shall pay Licensor allroyalties due with respect to such Accounting Period.
       C.     ACCOUNTINGPERIODS. The "Accounting Period" for royalty reporting will be calendarquarters.
       D.     NETINVOICED BILLINGS. "Net Invoiced Billings" means actual invoiced billings (i.e., sales quantity multiplied by Licensee’s actual selling price) for theLicensed Products sold, minus only the "Authorized Deductions". "Net InvoicedBillings" does not include invoiced charges for taxes, packaging, handling, ortransportation of Licensed Products within the Territory so long as such chargesare separately identified on the sales invoice. "Authorized Deductions" consistsolely of (i) volume or other discounts, (ii) returns, (iii) defective goodallowances, (iv) allowances in lieu of returning goods, (v) slotting fees, or(vi) feature and display promotions provided.**2**   

       E.     ROYALTYSTATEMENTS. Simultaneous with Licensee’s royalty payments, Licensee shalldeliver to Licensor a complete and accurate royalty statement with respect toall sales of the Licensed Products occurring in the applicable AccountingPeriod. Each royalty statement shall include the following information, in theaggregate and broken down by country for the Licensed Products: (i) number ofunits sold of each SKU of each Licensed Product, (ii) gross proceeds derivedfrom Licensee’s sales of the Licensed Products, (iii) all credits issuedby Licensee to its customers for returns received, (iv) all allowable discountsand allowances issued by Licensee to its customers, (v) a complete calculationof Licensor’s royalties including any adjustments for prior AccountingPeriods, and (vi) additional information as reasonably needed to make theinformation presented to be clearly understandable.
       F.     AUDITS.Throughout the Term and for at least 18 months thereafter, Licensee shallmaintain at its address complete and accurate books of account and relateddocuments such as vouchers and invoices relating to the financial obligations ofLicensee to Licensor under this Agreement. Licensor or its designatedrepresentative shall have the right, during the Term and thereafter (but notmore frequently than once each calendar year), to examine and audit such booksof account and related documents. Such examination shall be made in a reasonablemanner by prior appointment with at least one week’s notice during normalbusiness hours and at the location where such books of account and relateddocuments are maintained. Licensee shall reasonably cooperate with Licensor infacilitating such examination. If an audit indicates monies due to either party,then the party owing money shall promptly pay such amount together with interestfrom the date the amount was due until the date of payment; the interest rateshall be 1 percent per month. Licensor’s receipt or acceptance of anypayment or royalty statement shall not preclude Licensor from questioning thecorrectness of such payment or statement up to six months after the receiptthereof by Licensor and shall not limit any other rights that Licensor shallhave under this Agreement or otherwise.
       G.     COSTS.Except as expressly agreed, each party is responsible for its own costs inconnection with its activities under this Agreement.
3. PROMOTIONS.
       A.     RETAILERPRESENTATIONS. Licensor shall, upon Licensee’s written request at least 30days in advance of an event, make Rosenblatt available to attend, participatein, and assist Licensee in not more than five seminar sessions during eachcalendar year. A seminar session is an event aimed at customers of Licensee tointroduce and/or educate such customers on the effect and use of the LicensedProducts. Licensor’s and Rosenblatt’s participation in such sessionsshall be as requested and designated by Licensee.
       B.     CONSUMERPROMOTIONS. Licensor shall, upon Licensee’s written request at least 30days in advance of an event, make Rosenblatt available to attend, participatein, and assist Licensee in not more than 10 consumer promotional events duringany calendar year. A promotional event is one aimed at consumers of LicensedProducts to introduce and or educate such consumers on the effect and use of theLicensed Products, provide endorsements on copies of Licensor’s Materials(defined in 5 F below), Licensor’s or Rosenblatt’s books orwritings, or similar promotional event. Licensor’s and Rosenblatt’sparticipation in such sessions shall be as requested and designated byLicensee.**3**   

       C.     FORMULATIONS.In the event that Licensor or Rosenblatt assist in or provide formulation advicewith respect to any product, the result shall be the sole property of Licenseeand Licensor and Rosenblatt shall provide reasonable documentation of suchownership upon request. Neither Licensor nor Rosenblatt shall not be entitledany additional compensation as a result of assistance or any formulationprovided to Licensee during the Term.
       D.     PHOTOGRAPHS.Licensor shall, upon Licensee’s written request at least 30 days inadvance, make Rosenblatt available to be photographed for purposes ofLicensee’s use hereunder.
       E.     TRAVELAND EXPENSES. Licensee shall reimburse Licensor for all reasonable and necessaryout-of-pocket travel expenses incurred by Licensor and Rosenblatt in connectionwith A through D which that have been approved in advance by Licensee and, tothe extent available, booked through Licensee’s captive traveldepartment.
4. RIGHTS OF APPROVAL. Licensee acknowledges that in order to ensure that theappearance, quality, manufacturing, marketing, sale, distribution, and otherexploitation of the Licensed Products are consonant with Rosenblatt’s nameand reputation and with the goodwill associated with Rosenblatt and the LicensedElements, to ensure the protection of Licensor’s copyrights andtrademarks, and to advance Licensor’s educational and business interests,Licensor has and retains the sole and exclusive right to approve any use of anyportion of the Licensed Elements under this Agreement. Licensee shall provide acomplete copy of each proposed use to Licensor at the address above, and if nowritten objection to such use specifying in detail the basis for the objectionis received by Licensee at the address above within seven calendar days ofreceipt of such copy by Licensor, Licensor shall be deemed to have irrevocablyapproved of such use. Licensor may not unreasonably withhold an approvalhereunder. Once approved by Licensor, Licensee shall not make any changes to anyapproved use without the further approval of Licensor hereunder.
5. INTELLECTUAL PROPERTY.
       A.     OWNERSHIPOF LICENSOR MATERIALS.
             (i)In recognition of Licensor’s ownership and substantial investment in theLicensed Elements, and the need for Licensor to protect the integrity of theLicensed Elements, Licensor shall own all right, title, and interest (includingall trademarks, copyrights, registrations, renewals, and extensions throughoutthe world) in and to the "Licensor Materials," except for rights of use grantedto Licensee in this Agreement. The "Licensor Materials" shall mean (i) theLicensed Elements and (ii) all non separable embodiments (including embodimentsof the foregoing in tools, molds, models, plates, and other manufacturingmaterials provided that Licensee shall retain title to the physical form of suchmanufacturing materials). Licensor shall have the sole right to registercopyrights and trademarks in the Licensor Materials.**4**   
             (ii)Other than Licensee’s employees acting within the scope of theiremployment, Licensee shall obtain from all persons and entities ("Contributors")who make contributions to the Licensor Materials on behalf of Licensee writtenagreements establishing that their contributions shall be considered works madefor hire for Licensee under United States copyright laws. Licensee shall ensurethat, to the extent that all right, title, and interest to such contributions donot vest in Licensee by reason of being works made for hire, such Contributorsirrevocably assign and transfer to Licensee all of their right, title, andinterest to their contributions. Licensee shall irrevocably assign and transferto Licensor all of its right, title and interest to any contributions made byLicensee or by a third party on behalf of Licensee to the Licensor Materials.
             (iii)Other than the rights of use granted to Licensee under this Agreement, Licensorreserves all rights to the Licensor Materials and shall be free to exercise suchrights at anytime without any obligation to Licensee.
       B.     VALIDITYOF LICENSED ELEMENTS. Licensee acknowledges and agrees that all the LicensedElements have acquired a secondary meaning in the mind of the purchasing publicand that, to the extent the law allows, it (i) will not contest or challenge thevalidity of the rights granted under this Agreement, (ii) will not claimadversely to Licensor any right, title, or interest in any of the LicensedElements, and (iii) will not use or register as a trademark or claim anycopyright in any item that is the same as or confusingly similar to any of theLicensed Elements. Except as granted to and may inure Licensee under thisAgreement, all uses of the Licensed Elements, including any goodwill generatedfrom such uses, shall inure to the benefit of Licensor.
       C.     NEWTRADEMARKS.
             (i)Licensee at its own cost shall be responsible for ensuring that all productnames and new trademarks that Licensee desires to create in connection with theLicensed Products will not infringe the rights of any third parties, andLicensee shall conduct all necessary searches and clearances.
             (ii)Any trademark registrations for such product names and new trademarks, includingthose that in any way incorporate any of the Licensor Materials (including thenames and attributes of the characters included in the Licensed Elements) willbe filed by Licensor at his own expense and will be treated as part of theLicensed Elements. Any trademark registrations for such product names and newtrademarks that do not in any way incorporate any of the Licensor Materials willbe filed by Licensee at its own expense and owned by Licensee free and clear ofany claim by Licensor, whether or not used in conjunction with any of theLicensed Elements.**5**   

       D.     PROTECTIONOF LICENSOR’S RIGHTS. Licensor will be responsible for all decisionsrelating to the protection of Licensor’s rights including the handling ofapparent infringements of the Licensor Materials and will consult with Licenseeas appropriate before making such decisions. Licensee shall inform Licensor ifLicensee learns of any material infringement of the Licensor Materials. Licenseeshall reasonably cooperate with Licensor in protecting Licensor’s rightsin the Licensor Materials including executing, filing, and deliveringdocumentation requested by Licensor (e. g., proof of trademark use). Licensorwill reimburse Licensee for pre-approved out-of-pocket costs incurred byLicensee while cooperating under this paragraph.
       E.     OWNERSHIPOF LICENSEE MATERIALS. Licensee shall own all right, title, and interest(including all copyrights, renewals, and extensions throughout the world) in andto the Licensee’s logos, trademarks, trade names, patents, and copyrightedmaterials (including the portions of a catalog, promotional materials, or theportions of a Licensed Product) that are not the Licensor Materials.
6. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION.
       A.     LICENSOR.Licensor represents and warrants that:
             (i)Licensor’s execution of this Agreement is duly authorized without the needof any consent of any third party and this Agreement is a valid and bindingobligation of Licensor enforceable in accordance with its terms.
             (ii)Licensor owns or has exclusive control of all rights in the Licensor Materialsand the Licensed Elements granted to Licensee under this Agreement.
             (iii)Licensee’s authorized use, in accordance with all of the provisions ofthis Agreement, of any materials provided by Licensor shall not infringe therights of any third party and shall be free and clear of all claims of any thirdperson, including Rosenblatt.
       B.     LICENSEE.Licensee represents and warrants that:
             (i)Licensee’s execution of this Agreement is duly authorized without the needof any consent of any third party, and this Agreement is a valid and bindingobligation of Licensee enforceable in accordance with its terms.
             (ii)Licensor shall be included as an additional insured on such insurance asLicensee shall in its sole discretion carry from time to time in respect of theLicensed Products sold utilizing the Licensed Elements.**6**   

       C.     INDEMNIFICATION.Each of Licensee and Licensor shall at all times defend, indemnify, and holdharmless the other and the other’s trustees or directors, officers,employees, and agents from and against any and all third party claims, damagesand liabilities, and reasonable costs and expenses, growing out of or arisingfrom the fault of the indemnitor, whether or not occurring in the course ofperformance under this Agreement, or any actual or alleged breach or default bythe indemnitor of its agreements, covenants, representations, or obligationsunder this Agreement. If an indemnitee hereunder becomes aware of any matter itbelieves is indemnifiable hereunder involving any claim, action, suit,investigation, arbitration, or other proceeding against the indemnitee by anythird party, the indemnitee shall give the indemnitor prompt written notice ofsuch claim. Such notice shall provide the basis on which indemnification isbeing asserted and be accompanied by copies of all relevant pleadings, demands,and other papers related to the claim and in the possession of the indemnitee.The indemnitor shall have a period of 10 days after delivery of such notice torespond. If the indemnitor elects to defend the claim or does not respond withinthe requisite 10-day period, the indemnitor shall be obligated to defend theclaim, at its own expense, and by counsel reasonably satisfactory to theindemnitee. The indemnitee shall cooperate, at the expense of the indemnitor,with the indemnitor and its counsel in the defense, and the indemnitee shallhave the right to participate fully, at its own expense, in the defense of suchclaim. If the indemnitor responds within the required 10-day period and electsnot to defend such claim, the indemnitee shall be free, without prejudice to anyof the indemnitee’s rights hereunder, to compromise or defend (and controlthe defense of) such claim. In such case, the indemnitor shall cooperate, at itsown expense, with the indemnitee and its counsel in the defense against suchclaim, and the indemnitor shall have the right to participate fully, at its ownexpense, in the defense of such claim. Any compromise or settlement of an claimor action shall require the prior written consent of both parties hereunder,such consent not to be unreasonably withheld or delayed. Despite the foregoing,if at any time it appears that any intellectual property right of a party willbe in issue as part of such claim, such party shall have the right to defendsuch right at its own expense, except that such defense shall be at the expenseof the party whose act or omission caused such intellectual property right to bein issue.
7. ASSIGNMENT. Neither party shall assign, sublicense, encumber, pledge, orotherwise transfer any or all of its rights or obligations under this Agreementwithout the other party’s prior written approval in its sole discretion,provided, however, that Licensee may assign this Agreement without the consentof Licensor to any entity under common control with Licensee. Despite any suchapproved assignment or other transfer, the assignor or transferor shall, aftersuch assignment or transfer, continue to guarantee its obligations under thisAgreement and shall ensure that its permitted assignee or transferee agrees inwriting to be bound by all of the provisions of this Agreement. No assignee ortransferee shall acquire any rights greater than those of the assignor ortransferor under this Agreement. The foregoing restrictions on transfer andassignment shall be binding on all subsequent permitted assignees or transfereesof the original assignee or transferee of Licensee.
8. EXPIRATION AND TERMINATION.
       A.     SELL-OFFPERIOD. Upon the expiration of the Term, but not the earlier termination of thisAgreement, Licensee shall have the right to sell Licensed Products existing atthe expiration of the Term using the Licensed Elements, provided that theLicensed Products are marketed, distributed, sold, and accounted for consistentwith terms in effect during the Term (but in all cases on a nonexclusivebasis).**7**   

       B.     TERMINATIONBY LICENSOR. Licensor shall have the right at any time to immediately terminatethis Agreement (except as prohibited by federal or state law) if any one of thefollowing occurs:
             (i)Licensee breaches any of its material obligations or agreements or anyrepresentations or warranties, and such breach is not cured within 90 days afterwritten notice of breach from Licensor. The foregoing does not apply toLicensee’s obligations to account and make payments to Licensor under thisAgreement.
             (ii)After commencing the sale of Licensed Products using the Licensed Elements,Licensee fails to continuously sell Licensed Products using any Licensed Elementfor 12 months or more.
             (iii)Licensee makes an assignment for the benefit of creditors withoutLicensor’s prior written consent or becomes insolvent or subject to anybankruptcy, insolvency, or receivership proceeding of any nature.
       C.     TERMINATIONBY LICENSEE. Licensee shall have the right at anytime to terminate thisAgreement upon 30 days prior written notice.
       D.     EFFECTOF EXPIRATION OR TERMINATION. Upon expiration of the Term or termination of thisAgreement:
             (i)Except for Licensee’s sell-off rights if any under Section 8.A (in theevent of the expiration of the Term only), all rights and licenses granted underthis Agreement to Licensee shall immediately and automatically revert toLicensor to exercise without any obligation to Licensee.
             (ii)The parties’ obligations to account and make payment to each other underthis Agreement shall survive as shall their representations, warranties andindemnities and other rights and obligations that by their nature wouldsurvive.
9. CONFIDENTIALITY. "Confidential Information" means information that thedisclosing party has marked or designated as "confidential." Informationobtained during a royalty audit shall be treated as Confidential Information.The terms of this Agreement shall be treated as Confidential Information.Confidential Information will not include information that (i) is in or entersthe public domain without breach of this Agreement, (ii) the receiving partylawfully receives from a third party without restriction on disclosure andwithout breach of a nondisclosure obligation, or (iii) the receiving party knewprior to receiving such information from the disclosing party or developsindependently. Each party agrees that it will not disclose to any third party oruse any Confidential Information except in performing this Agreement, and thatit will take all reasonable measures to maintain the confidentiality ofConfidential Information. Notwithstanding the foregoing, each party may discloseConfidential Information to the extent required by law or governmental authority(provided that it gives the other party written notice prior to such disclosure)or on a "need to know" basis under an obligation of confidentiality to its legalcounsel, accountants, and financing sources.**8**   
10. NOTICES AND COMMUNICATIONS. Notices to LICENSOR shall be sent in writing toLICENSOR’s address above to the attention of Herman H. Rappaport, CEO.Notices to LICENSEE shall be sent in writing to LICENSEE’s address above,to the attention of Scott Sensenbrenner [fax number (269) 673-1160] with a copyto the attention of the General Counsel of Licensee. Either party may change itsaddress or contacts under this Agreement by written notice to the other party.All notices, requests for approval or consent, or other communications shall besent in writing in English. All notices under this Agreement shall be deliveredby personal delivery, reputable overnight courier, confirmed facsimile, orcertified or registered mail (return receipt requested), and will be deemedgiven upon delivery, one day after deposit with overnight courier, uponconfirmation of receipt of facsimile, or five days after deposit in the mail.
11. GENERAL.
       A.     ENTIREAGREEMENT. This Agreement sets forth the entire agreement and understandingbetween the parties concerning the subject matter of this Agreement and mergesand supersedes all prior discussions, agreements, and understandings of any kindbetween them. This Agreement may not be modified or amended except by a writingexecuted by both parties.
       B.     NOCONTINUING WAIVER. No waiver of any term, condition, or covenant contained inthis Agreement or any breach of this Agreement shall be held to be a continuingwaiver of that or any other term, condition, or covenant of this Agreement or ofany other or subsequent breach of this Agreement.
       C.CUMULATIVE REMEDIES. Except asexpressly stated, all remedies, rights, obligations, and agreements contained inthis Agreement are cumulative, and none of them shall limit any other remedies,rights, obligations, or agreements under this Agreement or otherwise.
       D.     RELATIONSHIPOF PARTIES. This Agreement shall not be construed to create a partnership, jointventure, or the relationship of principal and agent between the parties, nor toimpose upon either party any debts or obligations incurred by the other partyexcept as expressly set forth in this Agreement.
       E.     GOVERNINGLAW. This Agreement, and all modifications or extensions thereof, shall begoverned in all respects by the law of the state of Michigan applicable tocontracts to be fully executed and performed in Michigan, without reference toconflict of laws. Any disputes arising under this Agreement shall be subjectexclusively to the jurisdiction of the state and/or federal courts havingjurisdiction over Kent County, Michigan. Both parties agree to accept thejurisdiction of such courts in connection with any such dispute. Both partiesagree that service of process by personal delivery, certified or registered mail(return receipt requested), or reputable overnight courier to the otherparty’s address above shall be deemed good and sufficient service forpurposes of jurisdiction.**9**   

       F.     SEVERABILITY.If any provision of this Agreement is held invalid or unenforceable by a courtof competent jurisdiction, such invalidity shall not affect the validity oroperation of any other provision, and such invalid provision shall be deemed tobe severed from this Agreement.
       G.     BINDINGON SUCCESSORS. The provisions of this Agreement shall be binding upon and shallinure to the benefit of the parties hereto, their heirs, administrators, andsuccessors.
       H.     FORCEMAJEURE. Neither party shall be liable to the other for any failure to performits obligations under this Agreement for up to 30 days due to a fire, riot,flood, explosion, sabotage, war, natural disaster, or other act of God.
       I.     TITLES.The titles of sections of this Agreement are for convenience only and shall notbe given any legal effect.
       In witness whereof the undersignedhave executed this Agreement on the date s indicated below.

ACCEPTED AND AGREED:
 
SIERRA MEDICINALS, INC.

L. PERRIGO COMPANY

By

Herman H. Rapppaort

By   Mark Olesnavage
  
-----------------------------------

-------------------------------

Name

Herman H. Rappaport

Name

Mark Olesnavage
 
Title

Chief Executive Officer

Title    

Executive Vice President

Date

May 8, 2003

Date

May 20, 2003
  
-------------------------------

---------------------------

Rosenblatt hereby:
 
1.

Consents to the foregoing.
 
2.

Acknowledges that Licensor has the exclusive right to enter into the
  
foregoing.
 
3.

Acknowledges, represents and warrants that Licensor has:
  
(a)

the ownership or exclusive control of all the Licensed Elements,
   
and
  
(b)

the power and authority to full fill its obligations under the
   
foregoing Agreement.
 
4.

Agrees:
  
(a)

to make himself available, and provide his cooperation pursuant to the forgoingas though he were the Licensor and had signed this agreement in his individualcapacity as Licensor,
  
(b)

that individually and against any other person he is not entitled to anyadditional compensation, notice, reimbursement or any other right as a result ofLicensee’s operations under the foregoing or use of the Licensed Elementsother than can be asserted by Licensor under the Agreement, and
  
(c)

that he is bound by the provisions of sections 5B, 6C and 9 of the foregoingAgreement as though he had signed the Agreement as the Licensor.
        
BY DR. STEVEN ROSENBLATT 5/8/03

       

Dr. Steven Rosenblatt, M.D., Phd.
**10**