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samsamsamiam

06/21/13 1:38 PM

#503 RE: Walker #494

And the deal with IFF can end at any moment:

http://www.sec.gov/Archives/edgar/data/1328003/000110465911049482/filename1.htm

Response:

We propose to add the following disclosure (updated and modified as of a then-current date) in our next annual report on Form 10-K for the fiscal year ending December 31, 2011:

“In June 2010, we entered into a License and Commercialization Agreement with IFF for the development, manufacture, use and commercialization of RP44. IFF has exclusive rights, for five years, to develop, manufacture and commercialize RP44 in virtually all food and beverage product categories. In return, we received an upfront payment of $0.5 million and we became eligible to receive two milestone payments of $0.5 million each based upon certain criteria regarding regulatory approval and supply. In October 2010, IFF received notification by the Flavor and Extract Manufacturers Association (FEMA) that RP44 had been determined to be Generally Recognized As Safe (GRAS), triggering the $0.5 million regulatory approval milestone payment. We have not yet achieved the supply milestone. In addition to these milestone payments, we are eligible to receive royalties based on the amount of RP44 purchased by IFF for use in products. Regardless of the amount of RP44 purchased by IFF for use in products, IFF shall be required to pay us minimum royalties in the low six figure range for each twelve month period following the first commercial purchase of RP44 by IFF for use in products. IFF will continue to be responsible for the regulatory process and for costs associated with prosecuting and maintaining our intellectual property covering the sweetness enhancer. Unless terminated earlier pursuant to the agreement, the agreement continues in effect until the end of the Royalty Term. The Royalty Term commences on the first commercial purchase by IFF (or any of its affiliates) of RP44 from a supplier under a supply agreement and ends on the fifth (5th) anniversary of the first purchase under the supply agreement, or, if a patent covering RP44 or Products (as defined in the agreement) has issued, such later date on which RP44 or such Product is no longer covered by a Valid Claim (as defined in the agreement) in any country in the Territory (as defined in the agreement). In addition to standard termination rights provided to each party, after the third (3rd) anniversary of this agreement, IFF may terminate the agreement at any time upon ninety (90) days prior written notice to the Company.”