master agreement this master agreement ( this “ agreement ” ), dated effective as of august 19, 2008 ( the “ effective date ” ), is made by and among eugene science inc., a delaware corporation ( “ eugene ” ) ; kip biotech, llc, a delaware limited liability company ( “ kip ” ) ; onbio corporation, a republic of korea corporation ( “ onbio ” ) ; seung - kwon noh ( “ noh ” ) ; asa opportunity fund l. p., a delaware limited partnership, bradley rotter, zhonghua chen, scott choi, kang du ( collectively, the “ lenders ” ) and benton h. wilcoxon ( “ wilcoxon, ” collectively with the lenders, “ creditors ” ). witnesseth : whereas on or about august 24, 2007, the lenders and summitbridge national investments llc ( “ summitbridge ” ) advanced funds to eugene under the terms of that certain note and warrant purchase agreement ( the “ purchase agreement ” ) and were issued notes ( the “ notes, ” collectively, with the purchase agreement, the “ loan documents ” ) and warrants ( the “ warrants ” ) in connection therewith ; whereas wilcoxon has purchased the note held by summitbridge ; whereas eugene is in the business of developing, manufacturing, and marketing nutraceuticals ; whereas eugene would like to terminate the loan documents and extinguish any rights, obligations, and conditions related thereto ; whereas onbio, which is related to and a shareholder in eugene and intends to merge with eugene, has agreed to transfer certain patents related to a composition enriched in diglyceride with conjugated linoleic acid to eugene in exchange for good and valuable consideration provided by eugene ; and whereas creditors, through kip ( a newly formed entity owned by creditors ), desire to exploit on a worldwide basis the products and intellectual property developed by eugene for the benefit of eugene and kip. now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows : article i. definitions as used in this agreement, the following terms shall have the meanings set forth below : 1. 01 “ competing products ” means any and all products that compete in any market in any territory with licensed products, as defined herein, but which do not employ or are not produced by the practice of inventions described in any claim in any issued patent included