Lexaria Bioscience Corp.: Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit10.2 

INTELLECTUAL PROPERTY LICENSE
#2018US02 

     This document certifies that an
Intellectual Property License dated as of February 23, 2018 has been granted
by:

Lexaria Bioscience Corp., a Nevada corporation with
offices at 156 Valleyview Rd, Kelowna, British 
Columbia, V1X 3M4, Canada
(“Licensor”, “Lexaria”, “us”, “our”,
“we”),

To: 

Biolog, Inc., a Utah corporation with offices at 4430
Haskell Ave, Encino Ca 91436 (together with its 
successors and assigns
“BIOLOG”, “Licensee”, “you”, “your”).

RECITALS 

     WHEREAS certain capitalized terms
not otherwise defined below are defined in Exhibit “D” herein; 

     WHEREAS, LICENSEE is directly (or
indirectly through a partner, as further contemplated in Section 1(a) below)
engaged in the business of developing, manufacturing, and selling
cannabis-infused products pursuant to licenses issued by the authorities
relevant in each and every geographic location referenced within this Agreement,
pursuant to regulations promulgated thereby; 

     WHEREAS, LICENSOR owns and holds, and
will make improvements from time to time, on certain intellectual property and
technology (“Technology”) related to, including but not limited to, the
development, testing, and manufacturing process for marijuana-infused products,
which Technology is more specifically described in Exhibit “A”; 

     WHEREAS, LICENSEE wishes to utilize
the Technology (which shall include any Licensor’s Improvements) of LICENSOR,
and LICENSOR desires for LICENSEE to utilize the Technology with either
cannabinoids of any kind (“Product A”) and/or with vitamins of any kind
(“Product B”) to create, manufacture and sell consumable infused
seasoning stick products as specifically covered by patents currently held by
the LICENSEE as of the Effective Date (together, the “End Products”), as
further described in Exhibit B and in Definitions, subject to the terms and
conditions set forth herein. Such End Products shall only be distributed and/or
sold by LICENSEE or Partner as defined in Section 1.a below in compliance with
all local and state, licensing requirements (and specifically, for Product A,
those state and local regulations applicable to the cannabis industry), within
the United States of America in which LICENSEE is permitted by this Agreement or
an addendum to this Agreement to sell or distribute the End Products (such
locations collectively referred to as “Permitted Locations” or
“Territory”); 

     NOW, THEREFORE, in consideration
of the promises and the respective covenants and agreements of the parties
contained in this Agreement, the Parties hereto agree as follows: 

LICENSE 

     1. License of
Technology: Subject to certain terms and conditions, LICENSOR hereby grants
to LICENSEE each of the licenses more fully defined in Section 2 below.




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		a) 	
      Non-transferable: The license granted by this
      Section 1 may not be transferred or sublicensed by LICENSEE without
      LICENSOR’s written consent. However, LICENSEE has the right to sublicense
      its license to any entity within the BIOLOG Group.

	 	 	 	 
		b) 	
      Other Products: The Parties agree that LICENSEE is
      not limited to production of the End Products defined herein, but that
      LICENSEE may develop, create and test new products that are derived from
      or otherwise incorporate the Technology and such new products are only to
      be distributed and/or sold to Permitted Locations (the “New Products”),
      subject to availability of licenses in the future from Lexaria.

	 	 	 	 
	2) 	
      Exclusive Licenses and License Option. LICENSEE
      will have the following rights to produce and sell the End Products for
      FIVE (5) years in the Territory, using the Technology licensed pursuant to
      this Agreement.

	 	 	 	 
		a) 	
      In the Territory From LICENSOR to LICENSEE:
      Exclusive rights from the Effective Date until five (5)
      years after the Effective Date, allowing LICENSEE the exclusive ability to
      continue to manufacture the End Products directly or through its Partner
      in the Permitted Locations within the Territory for the balance of the
      term of this Agreement as per Section 4. Exclusive under this Agreement
      means that LICENSOR will not permit any other entity to license the
      Technology for any Seasoning Stix product as defined within this Agreement
      (see “Definitions”). The term “Exclusive”, for the purposes of this
      subsection, means that LICENSOR will not offer its Technology to any brand
      within the Territory during the valid term of this License.

	 	 	 	 
		b) 	
      Labels and Advertising: It is a
      condition of the license granted to the LICENSEE, that, subject to
      applicable law, on the label of each End Product that uses the Technology
      shall be printed words to the effect, “Powered by Lexaria Bioscience” with
      a copy of the Lexaria pinwheel logo, in a type size large enough to be
      readable by persons with average vision. In return, LICENSOR agrees to
      spend 5% of all Usage Fees received from LICENSEE, into trade
      advertisements within the Territory utilizing the “Powered by Lexaria
      Bioscience” concept.

	 	 	 	 
	3) 	
      Rights and Obligations Related to the Technology.
      Except as expressly provided in this section or elsewhere in this
      Agreement, neither Party will be deemed by this Agreement to have been
      granted any license or other rights to the other Party’s products,
      information or other intellectual property rights, either expressly or by
      implication, estoppel or otherwise.

	 	 	 	 
		a) 	
      LICENSOR Intellectual Property: LICENSOR
      retains full, absolute, and complete rights to all processes covered or
      described in all of its issued patents and its patent applications filed
      prior to the date of this Agreement, and any future continuations,
      continuations in part or divisional applications filed thereto, including
      but not limited to the US Provisional patent applications, US Utility
      patent application, and the International patent application, that
      comprise the Technology (“Licensor IP”), unless LICENSOR allows
      these applications to abandon or lapse, or otherwise fails to protect the
      Technology. Except as expressly provided for in Section 2, nothing in this
      Agreement or in the conduct of the Parties shall be interpreted as
      preventing LICENSOR from granting to any other person a license for use of
      the Technology or from using the Technology in any manner
    whatsoever.

	 	 	 	 
		b) 	
      LICENSEE Intellectual Property: Any
      intellectual property resulting solely from LICENSEE’s work, know-how, or
      development that does not include nor rely upon the Technology,
      Licensor IP or jointly owned intellectual property, as described in this
      Agreement, shall be owned by LICENSEE (“Licensee IP”).

	 	 	 	 
		c) 	
      Improvements:

	 	 	 	 
			i) 	
      LICENSOR Improvements: The entire right and title to the
      Technology, whether or not patentable, and any patent applications or
      patents based thereon, which directly relate to and
are not severable from LICENSOR IP and which are improvements thereto by LICENSOR, its employees or others acting solely on LICENSOR's behalf shall be owned solely by LICENSOR ("Licensor Improvements").







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	 		ii) 	
      LICENSEE Improvements: Rights and title to improvements
      whether or not patentable, and any patent applications or patents based
      thereon, which directly relate to and are not severable from LICENSOR IP
      and which are improvements thereto by LICENSEE, its employees or its
      Partner, as defined by this Agreement, shall be owned by the LICENSEE
      (“Licensee Improvements”). In respect to such Licensee Improvements,
      LICENSOR grants LICENSEE a license to use the underlying intellectual
      property supporting any such improvement for so long as this Agreement
      remains in effect (including any renewal terms) and LICENSOR agrees to
      negotiate in good faith terms of license renewal after the end of the Term
      of this Agreement and any renewal terms per Section 4a. If LICENSEE
      develops any Licensee Improvements, LICENSEE will promptly provide
      LICENSOR with written notice of such Licensee Improvements to validate
      LICENSEE’S claim to Licensee Improvements. Following receipt of notice of
      such Licensee Improvements, LICENSOR shall have the exclusive option
      during the Term of this Agreement (and any renewal terms) to purchase or
      license from LICENSEE the Licensee Improvements for LICENSOR’s use upon
      mutually agreeable terms and conditions that the parties shall negotiate
      in good faith.

	 	 	 	 
	 		iii) 	
      Joint Improvements: Rights and title to the Technology,
      whether or not patentable, and any patent applications or patents based
      thereon, which directly relate to and are not severable from LICENSOR IP
      and which are improvements thereto by both LICENSOR AND LICENSEE shall be
      jointly owned intellectual property by LICENSOR AND LICENSEE.

	 	 	 	 
	 		iv) 	
      Improvements; Assignment. LICENSEE and LICENSOR
      hereby represent that all Partners, employees and other persons acting on
      its behalf in performing its obligations under this Agreement shall be
      obligated under a binding written agreement to assign, or as it shall
      direct, all Joint Improvements that include or rely on the Technology
      conceived or reduced to practice by such Partners, employees or other
      persons acting on its behalf in accordance with this Agreement to the
      benefit of LICENSOR and LICENSEE.

	 	 	 	 
	 		v) 	
      Improvements; Confidential Information. All
      Improvements shall constitute Confidential Information and shall be
      subject to the confidentiality provisions set forth in this
    Agreement.

	 	 	 	 
	 	d) 	
      Inventions; Reporting:

	 	 	 	 
	 		i) 	
      Upon making any invention that does not include or
      rely upon the Technology LICENSEE has no obligation to share such
      information of invention with LICENSOR nor inform LICENSOR of said
      invention, and LICENSEE retains unrestricted rights and ability to use,
      assign, license, seek patent and other forms of intellectual property
      protection related to said invention. For the avoidance of doubt, any such
      new invention, development, technology, and/or intellectual property
      belongs solely to LICENSEE. Upon making any invention that does or does
      NOT include or rely upon the Technology, LICENSOR has no obligation to
      share such information of invention with LICENSEE nor inform LICENSEE of
      said invention, and LICENSOR retains unrestricted rights and ability to
      use, assign, license, seek patent and other forms of intellectual property
      protection related to said invention.

	 	 	 	 
	 	e) 	
      Jointly Owned Intellectual Property: If any
      patent applications are filed seeking to protect any Joint Improvements
      (“Jointly Owned IP”), each Party shall be named as joint
      inventors.

	 	 	 	 
	 		i) 	
      Prosecution and Maintenance of Jointly Owned
      Patents. The Parties shall cooperate to cause the filing of one or
      more patent applications covering any such Jointly Owned IP. The Parties
      will mutually agree upon which of them shall be responsible for filing,
      prosecution and maintenance of Jointly Owned IP. The expenses of such
      filing, prosecution and maintenance shall be equally shared by the Parties
      unless one of the Parties assigns all of its rights to the other Party.
      Both Parties agree to assist the other Party in enforcing its rights in
      the Jointly Owned IP. The costs of any such assistance or cooperation will
      be borne by the requesting party.








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      ii) 
	
      Jointly Owned IP Rights. LICENSOR grants to
      LICENSEE an exclusive, non-sub-licensable, fully-paid, royalty-free,
      perpetual license to any Jointly Owned IP. Further, LICENSEE grants to
      LICENSOR an exclusive, non-sub-licensable, fully-paid, royalty-free,
      perpetual license to any Jointly Owned IP.

	 	 	 	 
		f) 	
      Quality Control.

	 	 	 	 
			i) 	
      LICENSEE agrees to maintain and preserve the quality of
      the Technology, and to use the Technology in good faith and in a manner
      consistent with the uses approved herein.

	 	 	 	 
			ii) 	
      LICENSEE shall (a) ensure that all End Products and
      related materials under the Technology are developed, tested, promoted,
      manufactured and distributed in a professional manner in compliance with
      all generally accepted industry standards, and (b) comply in all material
      respects with any and all laws, rules and regulations that are applicable
      to the development, testing, promotion, manufacture and distribution of
      the End Products and such related materials.

	 	 	 	 
	4) 	
      Term and Termination.

	 	 	 	 
		a) 	
      Term and Renewal. This Agreement shall take effect
      upon signing by both Parties, and shall remain in effect for the shorter
      of either five (5) years; or, such circumstances as described in Section
      4.c. At any time after the fourth anniversary, this Agreement may be
      renewed by LICENSEE for an additional five (5) years on terms to be
      negotiated in good faith based on market conditions at the time of renewal
      by the Parties.

	 	 	 	 
		b) 	
      Termination. This Agreement and the licenses
      granted hereunder may be terminated prior to the expiration of the initial
      term or any renewal term of this Agreement as follows:

	 	 	 	 
			i) 	
      This Agreement may be terminated by LICENSOR by written
      notice to LICENSEE upon the occurrence of any of the following: (i)
      failure of LICENSEE to pay any license fees for more than sixty (60) days
      after they become due; (ii) LICENSEE’s violation of the provisions of
      Sections 7 and 8 or LICENSEE’s material breach of any other term of this
      Agreement, which breach is not cured within sixty (60) days after written
      notice of such breach from LICENSOR; (iii) failure of LICENSEE to maintain
      all required licenses and governmental authorizations required for the
      conduct of its business or to comply in all material respects with
      applicable laws; or (iv)LICENSEE ceases operations, makes a general
      assignment for the benefit of creditors, or is the subject of a voluntary
      or involuntary bankruptcy, insolvency or similar proceeding.

	 	 	 	 
			ii) 	
      This Agreement may be terminated by LICENSEE by written
      notice to LICENSOR in the event of material breach by LICENSOR of its
      obligations or representations and warranties under this Agreement, which
      breach is not cured within sixty (60) days after written notice of such
      breach from LICENSEE.

	 	 	 	 
		c) 	
      Effect of Termination. Except as provided for in
      Section 5, LICENSEE’s payment obligations shall extinguish if this
      Agreement is terminated. If the Agreement expires without any renewal
      thereof, then LICENSEE must immediately cease and desist all utilization
      of the Technology to manufacture, distribute or sell End Products, except
      that it may distribute and sell End Products until all finished goods and
      raw materials inventory that pertains to the Technology has been sold. In
      any event, upon the natural future expiration of all pending and issued
      patents as applicable related to the Technology described herein the
      License Agreement shall expire and LICENSEE shall have no further payment
      obligations to LICENSOR.

	 	 	 	 
	5) 	
      Indemnification.

	 	 	 	 
		a) 	
      LICENSEE agrees to indemnify LICENSOR and hold LICENSOR
      harmless from and against any and all liabilities, losses and expenses
      arising from (i) LICENSEE’s unauthorized use of the Technology; (ii)
      LICENSEE’s failure to comply with applicable laws or to maintain all
required licenses and governmental authorizations; (iii) any breach of LICENSEE's representations and warranties set forth herein; and (iv) any liability to third parties as a result of LICENSEE's production, distribution and/or sale of End Products, except as to any liability arising out of the proper use of the Technology.







- 5 - 

		b) 	
      LICENSOR agrees to indemnify LICENSEE and hold LICENSEE
      harmless from and against any and all liabilities, losses and expenses
      arising from (i) any breach of LICENSOR’s representations and warranties
      set forth herein; and (ii) any claims of infringement raised by third
      parties as to the Technology or Licensed Patents.

	 	 	 
	6) 	
      Confidentiality. In addition to the
      Confidentiality Agreement previously entered into by the Parties, at all
      times during the term of this Agreement (including any renewal term) and
      thereafter, LICENSEE will not use or disclose and will otherwise keep
      confidential any trade secrets or proprietary information, including, but
      not limited to the Technology and other intellectual property of LICENSOR
      (collectively, the “Confidential Information”) except to the extent
      required to perform its obligations under this Agreement. Without
      limitation of the foregoing, LICENSEE will hold the Confidential
      Information in confidence and will (a) exercise the same degree of care,
      but no less than a reasonable degree of care, to prevent its disclosure as
      LICENSEE would take to safeguard its own confidential or proprietary
      information, and (b) limit disclosure of Confidential Information,
      including any notes, extracts, analyses or materials that would disclose
      Confidential Information, solely to those of its employees who need to
      know the information for purposes of performing its obligations under this
      Agreement and who agree to keep such information confidential. Upon
      termination of this Agreement, LICENSEE shall immediately return all
      Confidential Information to LICENSOR and LICENSOR shall have the right to
      conduct an on- site audit of the LICENSEE within three (3) business days
      of termination to ensure compliance with the terms of this Agreement, at
      LICENSOR’S expense.

	 	 	 
		
      In addition to the Confidentiality Agreement previously
      entered into by the Parties, at all times during the term of this
      Agreement (including any renewal term) and thereafter, LICENOR will not
      use or disclose and will otherwise keep confidential any trade secrets or
      proprietary information and other intellectual property of LICENSEE
      (collectively, the “Confidential Information”) except to the extent
      required to perform its obligations under this Agreement. Without
      limitation of the foregoing, LICENSOR will hold the Confidential
      Information in confidence and will (a) exercise the same degree of care,
      but no less than a reasonable degree of care, to prevent its disclosure as
      LICENSOR would take to safeguard its own confidential or proprietary
      information, and (b) limit disclosure of Confidential Information,
      including any notes, extracts, analyses or materials that would disclose
      Confidential Information, solely to those of its employees who need to
      know the information for purposes of performing its obligations under this
      Agreement and who agree to keep such information confidential. Upon
      termination of this Agreement, LICENSEE shall immediately return all
      Confidential Information to LICENSEE within three (3) business days of
      termination to ensure compliance with the terms of this Agreement, at
      LICENSEE’S expense.

	 	 	 
		a) 	
      Limitations. This section does not apply to any
      information that: (a) is already lawfully in the receiving Party's
      possession (unless received pursuant to a nondisclosure agreement); (b) is
      or becomes generally available to the public through no fault of the
      receiving Party; (c) is disclosed to the receiving Party by a third party
      who may transfer or disclose such information without restriction; (d) is
      required to be disclosed by the receiving Party as a matter of law
      (provided that the receiving Party will use all reasonable efforts to
      provide the disclosing Party with prior notice of such disclosure and to
      obtain a protective order therefor, with all costs to be borne by the
      disclosing Party); (e) is disclosed by the receiving Party with the
      disclosing Party's approval; or (f) is independently developed by the
      receiving Party without any use of confidential information. In all cases,
      the receiving Party will use all reasonable efforts to give the disclosing
      Party ten (10) days' prior written notice of any disclosure of information
      under this Agreement. The Parties will
maintain the confidentiality of all confidential and proprietary information learned pursuant to this Agreement for a period of ten (10) years from the date of termination of this Agreement.








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		b) 	
      Saving Provision. The Parties agree and stipulate
      that the agreements contained in this Section are fair and reasonable in
      light of all of the facts and circumstances of their relationship;
      however, the Parties are aware that in certain circumstances courts have
      refused to enforce certain agreements. Therefore, in furtherance of and
      not in derogation of the provisions of the preceding paragraph the parties
      agree that in the event a court should decline to enforce the provisions
      of the preceding paragraph, that paragraph shall be deemed to be modified
      to restrict non-enforcing Party’s rights under this Agreement to the
      maximum extent, in both time and geography, which the court shall find
      enforceable.

	 	 	 
	7) 	
      Limitation of Liability. EXCEPT TO THE EXTENT
      OTHERWISE EXPRESSLY AGREED TO IN THIS AGREEMENT, NEITHER PARTY SHALL BE
      LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR FOR ANY DIRECT, INDIRECT,
      INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN
      CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
      AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY. THE FOREGOING
      SHALL NOT LIMIT LICENSEE’S LIABILITY FOR UNAUTHORIZED USE BY LICENSEE OF
      LICENSOR’S TECHNOLOGY.

	 	 	 
	8) 	
      No Warranties. OTHER THAN THE EXPRESS WARRANTIES
      PROVIDED HEREIN,

	 	 	 
		
      LICENSOR MAKES NO EXPRESS WARRANTIES OF MERCHANTABILITY
      OR FITNESS OR EFFICACY FOR A PARTICULAR PURPOSE OF THE TECHNOLOGY AND/OR
      ANY END PRODUCTS PRODUCED FROM SAID TECHNOLOGY AND SHALL NOT BE HELD
      LIABLE FOR PROFITABILITY OF TECHNOLOGY AND/OR END PRODUCTS OR HELD LIABLE
      UNDER ANY OTHER THEORY OF LIABILITY.



     NOW, THEREFORE, in consideration
of the premises and the mutual promises and conditions hereinafter set forth,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties, do hereby agree. 

     IN WITNESS WHEREOF, Lexaria
Bioscience Corp has granted this license. 

“LICENSOR” 
LEXARIA BIOSCIENCE CORP. 

     /s/ Chris Bunka, CEO




EXHIBIT “A” 

TECHNOLOGY 

The Technology consists of: 

(1) the following patent applications,
patents granted, and PCT International Patent Applications; 
(2) all
technical know-how and trade secrets in regard to such named patents, including
the use, manufacture or formulation thereof, that is owned or controlled by
LICENSOR as of the Effective Date of this Agreement, as well as any future
continuations, continuations in part or divisional applications filed pursuant
to the patent applications. (the “Licensed Patents”): 

U.S. Patent Granted No. 9,474,725 awarded October 27, 2016.


U.S. Patent Granted No. 9,839,612 B2 awarded December 12, 2017


U.S. Provisional Patent Application No. 62/010,601. 

U.S. Provisional Patent Application No. 62/037,706. 

U.S. Provisional Patent Application No. 62/153,835. 

U.S. Provisional Patent Application No. 62/161,324. 

U.S. Provisional Patent Application No. 15/225,802. 

U.S. Provisional Patent Application No. 62/264,959. 

U.S. Provisional Patent Application No. 62/264,967. 

U.S. Utility Patent Application No. 14/735,844. 

PCT International Patent Application No. PCT/US15/35128. 

PCT International Patent Application No. PCT/US16/64295. 

PCT International Patent Application No. PCT/US16/64296. 

National filings thereunder: 
2949369, 
201580031524.X,

15806768.6, 
201647041745.00 
516371405 

Australian Patent Granted No. 2015274698 awarded June 15, 2017





EXHIBIT “B” 

END PRODUCTS 

At LICENSEE’S option, any one or more of: 


	Product Line
      Name 	Product Line Description 
	Product lines known as Seasoning Stix, Seasoning Stixs,
      CannaStix, CannaSticks, and derivative products with similar
      functionality. 	Any product that is a manufactured solid tube,
      sphere, ribbon, pellet, rod, or other shape, used for seasoning, flavoring
      or infusion of cannabis or cannabis containing substances and/or vitamins
      into foods and beverages. that is infused with cannabis and/or hemp oil
      and/or with vitamins