KNOW-HOW LICENSE AGREEMENT



         This KNOW-HOW LICENSE AGREEMENT (this "Agreement"), dated December 5,

2003, (the "Effective Date") is made and entered into by and between N.V.

Nutricia, a company organized under the laws of The Netherlands (hereinafter the

"Licensor"), and General Nutrition Corporation, a Pennsylvania corporation

(hereinafter the "Licensee").



         WHEREAS, Licensor possesses certain valuable confidential and

proprietary technical know-how, expertise and other information useful in the

manufacture of certain product compositions set forth on Exhibit A, attached

hereto and incorporated herein.



         WHEREAS, Licensee desires to obtain, and Licensor desires to grant, A

limited right and license, under the terms of this Agreement, to use certain

Technical Information (as hereinafter defined) in the manufacture of Products

(as hereinafter defined).



         WHEREAS, this Agreement is made pursuant to and is subject to the terms

and conditions of that certain Purchase Agreement, dated as of October 16, 2003,

among Royal Numico N.V., Numico USA, Inc. and Apollo GNC Holding, Inc., as

amended (the "Purchase Agreement").



         NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties hereto, intending to be

legally bound, hereby agree as follows:



1.       DEFINITIONS



         1.1      As used in this Agreement, the capitalized terms set forth

herein shall have the following meanings:



                  (a)      "PRODUCTS" means those certain products to be

         manufactured by Licensee pursuant to certain separate patent rights

         obtained from Licensor as of the date hereof.



                  (b)      "TECHNICAL INFORMATION" means all of Licensor's

         proprietary and confidential information, including without limitation

         engineering, scientific and practical information and formulas,

         manufacturing procedures, know-how, expertise and specifications, used

         in or related to the product compositions on Exhibit A pursuant to

         certain separate patent rights obtained from Licensor as of the date

         hereof, as such product compositions currently exist on the Effective

         Date.



                  (c)      "TERM" means the term of this Agreement as further

         defined in Article 6 below.



{PAGE}



         1.2      Capitalized terms used but not defined herein shall have the

meanings assigned thereto in the Purchase Agreement.



2.       LICENSE GRANT



         2.1      Licensor hereby grants to Licensee, subject to the terms and

conditions of this Agreement, a limited, personal, non-exclusive, royalty-free

right and license, without the right to sublicense, except as specifically set

forth in Section 2.2 and 2.4, to use the Technical Information only to

manufacture Products.



         2.2      The right and license granted to Licensee is personal to

Licensee. Licensee shall not at any time: (a) sublicense such right, or assign

or transfer such right and license granted herein to any Person, except an

Affiliate of Licensee, without the prior written consent of Licensor; nor (b)

permit any Lien upon such right and license. Notwithstanding the foregoing, this

Agreement shall be assignable as of right with any transfer of substantially all

the assets and the entire business associated therewith of the Licensee provided

that: (i) Licensee is in full compliance with all of the terms and conditions of

this Agreement; (ii) the acquiror of such assets and business agrees in writing

to assume all obligations of Licensee under this Agreement pursuant to an

instrument in form and substance reasonably satisfactory to Licensor; and (iii)

Licensee gives Licensor prior written notice of such transfer and the identity

of such acquiror. Any attempted assignment or other transfer in contravention of

this Section 2.2 shall be void and ineffective.



         2.3      Notwithstanding anything to the contrary in this Agreement,

Licensee agrees to accept the right and license granted in this Article 2

subject to any licenses or other rights of third parties under agreements

executed by Licensor prior or subsequent to the date of this Agreement.



         2.4      In the event Licensee desires to contract with a third party

to manufacture the Products using the licensed Technical Information, Licensee

shall immediately notify Licensor and identify such third party. The third party

shall execute a written agreement, including terms no less restrictive than the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC