LICENSE AGREEMENT

LICENSE AGREEMENT

This License Agreement (“Agreement”) is made effective on the 3rd day of April, 2008 (hereinafter the “Commencement Date”), by and between:

Parties

1)  “Licensor” Edward H. Hall, Sr., a citizen of the state of Utah, whose address is 2025 Dimple Dell Road, Sandy, Utah  84092-4705; and

2)  “Licensee” Uplift Nutrition, Inc. a Nevada corporation having its principal place of business at 252 West Cottage Avenue, Sandy UT  84070.

Recitals

Whereas Licensor has financed, paid for, overseen, designed and developed a process for formulating nutritional supplements based on the genetic make-up of an individual or a population as well as related nutritional supplement compositions and owns certain Patent Rights, as specified hereinafter, related thereto; and

Whereas Licensee develops, manufactures, markets and sells nutritional products and supplements and desires to develop, manufacture, market, or sell nutritional products formulated based on the genetic make-up of an individual or population using the process or compositions covered by the Patent Rights;

Now, therefore, in consideration of mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereby agree as follows:

1.  Definitions

In this Agreement, except where the context otherwise requires, the following words and expressions shall have the following meanings:

1.1

“Licensed Technology” shall mean any and all technology disclosed in and/or subject of the patent rights or other intellectual property rights of any kind resulting from, or involving, United States Provisional Patent Application Serial No. 61/114,281 filed by Licensor on November 13, 2008 and entitled “Nutritional Supplements and their Methods of Making” and any subsequent patents or patent applications filed in the United States which claim priority directly or indirectly to such patent application including all non-provisional, divisional, continuation, continuation-in-part, renewal or substitute applications.

1.2

“Licensed Product” shall mean any product which incorporates, uses or is covered by the Licensed Technology.

1.3.

:”Patent Rights” shall mean those very rights subject of the definition of “Licensed Technology” above and which are owned by Licensor or are subject to various applications applied, by Licensor, in his name, with the U.S. Patent and Trademark Office or any state corollary intellectual property authority.

1.4

“Territory” shall mean the United States of America.

1.5

“Net Sales” shall mean the gross dollar amount collected by Licensee from its customers, whether such customer is a distributor, wholesaler, retailer, end-user, or any other third party, for Licensed Products sold, leased, or otherwise commercially transferred by Licensee, less: 1) any discounts or rebates actually applied; 2) any tax or governmental charge included in such gross dollar amount, which is imposed directly on, or measured by, the sale, lease or transfer, transportation, delivery or use of the Licensed Product, other than any taxes or charges on the seller’s net income, unless it is actually reimbursed; 3) actual allowances for returned Licensed Products.

2.  Grant of rights

2.1

Licensor grants to Licensee a royalty bearing non-exclusive right and license to the Patent Rights in the United States. In this regard, the word “license” as used herein means the unfettered right or other ability to exploit, in any lawful way, the commercial viability of the Licensed Technology.

2.2

Licensee shall not grant or purport to grant to any person any sublicense or subcontract of its rights or obligations under this Agreement without the express written consent of Licensor.  

2.3

Licensee hereby agrees not to challenge the validity of any issued patent under the Patent Rights or cause a third party to challenge the validity of any such patent.  Licensor shall have the right to immediately terminate this Agreement, as set forth in Section 7 below titled “Termination”, if Licensee challenges the validity of or opposes any patent issuing under the Patent Rights or causes a third party to do so.

2.4

In no event shall this Agreement be construed to be an assignment of any actual ownership interest in or to the Patent Rights other than what is necessary or consistent with the licensing thereof and Licensee’s license rights hereunder.

3.  Royalties

3.1

Licensee shall pay Licensor a royalty on Net Sales of all Licensed Products sold by or for Licensee.  This royalty is, in part, based on the fact that Licensor has advanced Licensee several hundred thousand dollars over the last 2 or 3 years and is indirectly a major stockholder of Licensee and therefore, the royalty set forth herein represents an opportunity for the Licensor to obtain return of some of the substantial funding that he has generously advanced Licensee.  This is not to ignore that this License Agreement may substantially benefit Licensee in the long

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run, something that remains to be seen.  In the opinion of Licensee’s disinterested directors, the royalty rate set forth herein is believed to be standard in the industry, is not believed to be excessive or unreasonable under the circumstances, and is otherwise believed to be fair and in the best interests of the Licensee, particularly when Licensee has no Net Sales at this time as defined herein and it is not known if it ever will.  To the extent that the royalty is challenged as unfair, the Parties are agreeable to obtaining a fairness opinion from a neutral third party and modifying this Agreement accordingly.  In entering into this Agreement, the Parties believe that they have complied with NRS 78.140 titled "Restrictions on transactions involving interested directors or officers; compensation of directors."

3.2

The royalty rate for the duration of the Agreement shall be calculated in accordance with the following table:

3.3

The royalty on Net Sales shall accrue on the date when Licensee receives payment for sales of its Licensed Product and shall be payable to Licensor no less than annually within 60 days of the end of each calendar year.

3.4

Licensor shall have the option to defer payment of some or all accrued royalties upon demonstration by Licensee of financial hardship.  Since Licensor has spent considerable funds already financing Licensee, Licensor shall have the right determine or decide whether Licensee is the subject of “financial hardship.”  This paragraph shall in no way restrict the Parties from declaring or determining that said accrued royalties are not a good and valid debt of Licensee.  

3.4

All royalties, if any, sha