Lexaria Bioscience Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1 

INTELLECTUAL PROPERTY LICENSE
#2018CD03 

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

BETWEEN 

NEUTRISCI INTERNATIONAL
CORP., and any subsidiary 
company owned by Neutrisci International
Inc. with an address at Suite 
1600 – 609 Granville Street Vancouver, British
Columbia V7Y 1C3 

("NeutriSci”, “Licensee” and
together with any subsidiaries the NeutriSci Group) 

AND: 

LEXARIA CANPHARM
CORP., with an address at 156 Valleyview 
Road, Kelowna, British
Columbia V1X 3M4 

("Lexaria", “Licensor”,
and together with NeutriSci, the "Parties") 

RECITALS: 

	 	A. 	
      WHEREAS certain capitalized terms not otherwise defined
      below are defined below;

	 	 	 
	 	B. 	
      WHEREAS, LICENSEE wishes to utilize the Technology of
      LICENSOR, and LICENSOR desires for LICENSEE to utilize the Technology, to
      create, test, manufacture and sell non-psychoactive cannabinoid-infused
      edible sublingual mouth melt products always containing less than 0.3% THC
      to create one or more consumable products at the LICENSEE’s option as
      further described in Exhibit “B” (“End Products”), 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
      1a) below, in compliance with all local licensing requirements applicable
      in any location 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”);

	 	 	 
	 	C. 	
      The Parties have entered various agreements forming a
      business relationship and conducted experiments and work to better
      understand performance enhancing technologies and intellectual property,
      technical know-how and trade secrets listed in Schedule A attached
      hereto whereby Neutrisci will develop and sell the End Products that
      incorporate the Technology for enhancing palatability and bioavailability
      of beneficial non- psychoactive cannabinoids in NeutriSci’s existing and
      pipeline product formats (the
“Technology”);



     NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the parties hereto agree each with the other as follows: 




- 2 - 

DEFINITIONS AND SCHEDULES 

In this Agreement, unless the context otherwise requires, the
following terms will have the following meanings: 

"Governmental Authorities" means any governments,
whether federal, provincial, or municipal, and any branch, department or
ministry thereof, or any governmental agency, authority, board, tribunal or
commission of any kind whatsoever. 

"Law" or "Laws" means all applicable domestic and
foreign national, federal, state and local Laws (statutory or common), rules,
ordinances, regulations, grants, concessions, franchises, licenses, orders,
directives, judgments, decrees, and other governmental restrictions, including
permits and other similar requirements, whether legislative, municipal,
administrative or judicial in nature. 

"Net Cost of Goods Sold" means the additive value of all
ingredients, including manufacturing processing and analytical testing as
applicable, required to supply and manufacture each batch of End Products to be
produced by the LICENSEE regardless of whether said ingredients, manufacturing
and testing is managed by LICENSEE, LICENSOR, or third parties.

"Person" means any individual, firm, partnership, joint
venture, trust, corporation, limited liability company, unincorporated
organization, estate or other business entity. 

"Parties" means the parties to this Agreement and their
respective successors and permitted assigns which become parties pursuant to
this Agreement. 

"Tax" and "Taxes" shall mean any or all Canadian
federal, provincial, local or foreign (i.e. non-Canadian) income, gross
receipts, real property gains, goods and services, license, payroll, employment,
excise, severance, stamp, occupation, premium, windfall profits, environmental,
customs duties, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum, or
other taxes, levies, governmental charges or assessments of any kind whatsoever,
including, without limitation, any estimated tax payments, interest, penalties
or other additions thereto, whether or not disputed. 

“Territory” shall mean any jurisdiction anywhere in the
world where consumer products containing hemp oil extracts with less than 0.3%
THC are permitted by law to be created and sold. 

The following is a list of schedules to this Agreement: 

Exhibit "A" – Identification of
Technology 
Exhibit “B” – Identification of End Products 

AGREEMENT 

	 	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.

	 	 	 
	 	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 NEUTRISCI
      Group. Without limiting the generality of the foregoing paragraph,
      LICENSEE shall enter a relationship agreement with any such NEUTRISCI
      Group member that is in substantial form identical to this Agreement in
  order to preserve LICENSOR’s rights.







- 3 - 


	 	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
      CanPharm.




	2) 	
      Non-exclusive Licenses. LICENSEE will have the
      following rights to produce and sell the End Products for TWO (2) years in
      the Territory, using the Technology licensed pursuant to this
      Agreement.

	 	 	 
		a) 	
      In the Territory From LICENSOR to
      LICENSEE:

			
      Non-Exclusive rights throughout the Initial Term
      (as defined in Section 4a), and any renewals or extensions thereof,
      granting LICENSEE the right to develop, test, make, sell, offer for sale
      and distribute the End Products in the Territory.

	 	 	 
		b) 	
      LICENSOR’s Products: LICENSOR shall not be
      prohibited from (i) licensing, or similar arrangements, with respect to
      the Technology within the Territory; or (ii) licensing its Technology on
      any basis, at all times and in all locations, subject to the terms of this
      Agreement. Subject to Subsection 2a) above, LICENSOR is expressly
      permitted to utilize its Technology on any basis it chooses, at any time,
      for producing and commercializing its own products.

	 	 	 
		c) 	
      Labels and Advertising: It is a
      condition of the license granted to the LICENSEE, that, subject to
      applicable law and subject to local language laws in any given
      jurisdiction, labeling of the End Product that uses the Technology shall
      include as much information as possible while maintaining the esthetic
      appeal of the packaging for consumer purposes. Such labeling for esthetic
      purposes shall be at the discretion of the LICENSEE. In the event labeling
      is restricted due to package sizing, or other reasonable reasons, the
      packaging shall include information directing the consumer to a website or
      other location to view the applicable information.

	 	 	 
	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 issued US and international patents and the US and
      International patent applications that comprise the Technology as outlined
      in Exhibit A (“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.







- 4 - 

	 	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”). LICENSEE
      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 issued US and international patents and the US and
      International patent applications that comprise the LICENSEE Technology.
      Nothing in this Agreement or in the conduct of the Parties shall be
      interpreted as preventing LICENSEE from granting to any other person,
      entity, institution or body a license for use of the LICENSEE technology
      or from using the LICENSEE technology in any manner whatsoever.

	 	 	 	 
	 	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”).

	 	 	 	 
	 		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 solely by LICENSEE or its
      employees, 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 use the
      Licensee Improvements for LICENSOR’s use with the understanding that
      LICENSOR will not be permitted to sub-license these rights to any third
      party.

	 	 	 	 
	 		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 NEUTRISCI Group members, 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 NEUTRISCI Group
      members, 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, the
      whole subject to this Section 3.

	 	 	 	 
	 	d) 	
      Inventions;
Reporting:







- 5 - 

			
      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 greater certainty, 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.

	 	 	 	 
			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. In the event of a “Change in
      Control” of a party hereto, or in the event of the “Sale of Assets” (as
      such terms are defined in Section 30) of a party, then Section 30 shall
      apply.

	 	 	 	 
		f) 	
      Quality Control.

	 	 	 	 
			i) 	
      LICENSEE and LICENSOR agree 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 and LICENSOR 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.

	 	 	 	 
			iii) 	
      LICENSEE has the right to reject any hemp oil /
      full-spectrum hemp that the LICENSOR may plan to procure as further
      described in Section 6(c)(iii) should the LICENSEE deem said product to be
      of inferior quality based upon review of the manufacturer’s COA prior to
      hemp oil acquisition by LICENSOR.

	 	 	 	 
	4) 	
      Term and Termination.

	 	 	 	 
		a) 	
      Term. This Agreement shall take effect on January
      7, 2018 and shall remain in effect for the shorter of either TWO (2) years
      (namely until January 7, 2020) (the “Initial Term”); or, such
      circumstances as described in Section 4c).

	 	 	 	 
			
      After the conclusion of the Initial Term, this Agreement
      may be renewed by LICENSEE for an additional period on terms to be
      negotiated in good faith by the Parties; in general, as outlined in
      Exhibit C herein.







- 6 - 

		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, and if 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, and if
      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 be extinguished 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 related to the Technology described herein, as applicable, 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.

	 	 	 	 
		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.







- 7 - 

	 	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.

	 	 	 
	 	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.

	 	 	 
	 	c) 	
      Applicability to LICENSOR. The present Section 8,
      applies mutatis mutandis to LICENSOR, in respect of confidential
      information of LICENSEE.




	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.







- 8 - 

     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, intending to be legally bound, do hereby
agree as follows: 

     IN WITNESS WHEREOF, the parties
have executed this Agreement intending to be legally bound as of the date set
forth above. 

“LICENSOR” 
LEXARIA CANPHARM 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 


	Product Line
      Name 	Product Line Description 
	NeutriSci Sub-Lingual Tablets 	Any product that is generally recognized as
      tablet designed to rapidly melt or dissolve in the mouth and that is
      infused using the Technology with non- psychoactive cannabinoids derived
      from hemp oil that contains less than 0.3% THC with or without the
      incorporation of pterostilbene.