Exhibit
10.3


 


FORM
OF INTELLECTUAL PROPERTY LICENSE AGREEMENT BETWEEN


 


CQENS
TECHNOLOGIES INC. AND LEAP TECHNOLOGY LLC-


 


This
Intellectual Property License Agreement
(this “Agreement”) is
made as
of July 24,
2020, by and between


 


CQENS
Technologies Inc. a
corporation
organized under the
laws of
the State
of Delaware,
with its
principal place of business at
5550
Nicollet
Avenue,
Minneapolis,
MN 55419
(“CQENS”),
and


 


LEAP
TECHNOLOGY LLC, a
limited
liability company, organized under the
laws of
the State
of Delaware,
with its
registered agent at 16192 Coastal Highway, Lewes, DE 19958. The name of its initial ‎registered agent ‎at such address
is Harvard Business Services, Inc.


 


WHEREAS:


 


(a)
CQENS is the assignee of
the following assets with respect to the
configuration, ‎design, manufacture, marketing, sales, and merchandising of a heated tobacco ‎product (collectively,
the “IP Assets”):


 


(i)
trademark and service mark common law rights,
pending trademark and service mark applications and registrations including intention to use trademark and service mark rights
in the Asia Pacific Countries, and related goodwill (“Trademarks”), including (without limitation) those Trademarks
listed in Exhibit 1 attached hereto and any Trademarks developed in the future (which shall be included in an updated Exhibit
1);


 


(ii)
inventions, patents and patent applications in
the Asia Pacific Countries (“Patents”), including (without limitation) those Patents listed in Exhibit 1 attached
hereto and any Patents developed in the future (which shall be included in an updated Exhibit 1); and


 


(iii)
any other intellectual property rights (including
future intellectual property rights).


 


(b)
CQENS wishes to
provide exclusive licenses
to LEAP,
and LEAP wishes to obtain
exclusive licenses
from CQENS for the IP Assets
for the countries and jurisdictions
of China, India, Indonesia, Pakistan, Bangladesh,
Philippines, Vietnam, Thailand, Myanmar, Afghanistan, Malaysia, Nepal, Australia, Taiwan, Sri Lanka, Cambodia, Hong Kong, Papua,
New Guinea, Laos, Singapore, New Zealand, Mongolia, Timor-Leste, Fiji, Bhutan, Solomon Islands, Macau, Brunei, Maldives, New Caledonia,
French Polynesia, Vanuatu, Samoa, Guam, Kiribati Federated States of Micronesia, and Tonga (collectively, the “Asia Pacific
Countries”).


 


NOW,
THEREFORE,
in consideration of the
mutual covenants,
conditions,
and promises
contained herein, the
parties agree
as follows:


 




    	1



     


    

 


ARTICLE
1 INTERPRETATION


 


	1.01	Definitions


 


The
following terms will
have the
following meanings:


 


(a)
The IP Assets shall mean
all rights in the Asia
Pacific Countries for all appropriate and lawful uses.


 


(b)
“Business Day” shall mean Monday to Friday
inclusive, except
statutory or civic holidays observed
in the State
of Delaware.


 


(c)
“Product” means the
purposes for
which the license is granted
and refers specifically to
the use of the
IP Assets in any
product or embodiment
where the IP Asset is
employed and/or cited in
the label.


 


(d)
“Territory” shall mean the
Asia Pacific Countries as defined herein.


 


(e)
“Term” shall mean the term of this
Agreement as
provided in Article 7.00 hereof.


 


	1.02	Construction
    of Agreement


 


In
this Agreement:


 


	 	(a)	words
    denoting the
    singular include the
    plural and
    vice versa;
	 	 	 
	 	(b)	words
    importing the
    use of any gender shall include
    all genders;
	 	 	 
	 	(c)	the
    word” include”,
    “ includes”
    or” including
    “ shall
    mean “
    include/includes/including
    without limitation “;
	 	 	 
	 	(d)	when
    calculating the period of
    time within which or following which any act is
    to be done
    or step taken,
    the date which is the reference
    day in
    calculating such
    period shall
    be excluded.
    If the last day of
    such period is not
    a Business Day,
    the period
    shall end on the next
    Business Day;
	 	 	 
	 	(e)	the
    division of
    this Agreement into
    separate articles,
    sections,
    subsections and exhibits,
    are for convenience
    of reference only and shall
    not affect
    the construction or
    interpretation of
    this Agreement; and
	 	 	 
	 	(f)	words
    or abbreviations which have
    well known
    or trade meanings
    are use
    d herein in accordance
    with their recognized
    meanings.


 




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ARTICLE
2 THE LICENSE


 


	2.01	Grant
    of License


 


Subject
to the terms and conditions of
this Agreement, CQENS
hereby
grants to LEAP an exclusive license
for the IP Assets for the purpose
of sublicensing and/or producing
and marketing products under
the license or
a granted sublicense within the Territory during
the term, and LEAP
may grant sublicenses under this Agreement on terms acceptable to LEAP ‎in its sole discretion, subject to the Sublicensee
being bound by this Agreement. With the consent of CQENS, LEAP shall be
permitted to sublicense the patent to any other party
and such sublicense shall be honored by
CQENS in the event that LEAP or its legal
successor is dissolved,
declares bankruptcy or is
otherwise no longer
able or willing to pursue to
the normal and anticipated course of its business
activities. For the avoidance of doubt, should CQENS develop additional IP Assets that are
related to the heat not burn technology, those IP Assets will be added to Exhibit 1 and the exclusive license granted herein will
extend to those additional IP Assets.


 


	2.02	Proprietary
    Rights


 


Subject
to the rights granted herein, CQENS retains all of its rights,
title and interests in
and to all trademark, patent
rights,
inventions, copyrights,
know-how,
and trade secrets relating to
the IP Assets outside of the Asia Pacific Countries except as otherwise expressly agreed between
the parties.
CQENS shall not
sell,
dispose,
or alienate in any way this
Agreement without respecting
LEAP’s legal rights hereunder,
and requiring any assignee to
assume CQENS’s obligations hereunder
in a form satisfactory to LEAP.


 




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ARTICLE
3 CQENS REPRESENTATIONS AND WARRANTIES


 


	3.01	Representations
    and Warranties Generally


 


CQENS
hereby makes the representations
and warranties contained
in this Article
3.00
to LEAP
and acknowledges that LEAP
is relying upon the accuracy
of
each such
representation and warranty in
connection with its
entering into
this Agreement.


 


	3.02	Power
    and Authority


 


CQENS
has the
right,
full corporate power,
and absolute authority
to enter into this
Agreement and to
grant the rights herein described
to LEAP in
the manner
herein contemplated. CQENS
has taken
all necessary or desirable actions,
steps,
and corporate
or other
proceedings to approve or authorize,
validly and effectively,
the entering in
to, and
the execution, delivery,
and performance
of this Agreement
and the granting of
the rights
herein described. This Agreement
is a legal,
valid,
and binding
obligation of
CQENS, enforceable against CQENS
and LEAP in accordance
with its terms.


 


	3.03	Intellectual
    Property


 


CQENS
is the exclusive
assignee of the Trademarks, Patents and Applications in Exhibit 1 and is
authorized to
license the Trademarks, Patents
and Applications. CQENS
has not received any notice,
complaint, threat,
or claim alleging
infringement of the Trademarks,
Patents and Application
in Exhibit 1 or other intellectual
property or proprietary right
of any other person in connection
with the Trademarks, Patents
and Patent Applications. There
are no charges,
encumbrances,
pledges,
security interests,
liens,
actions,
claims,
demands or equities
of any nature or kind,
nor any rights or privileges
capable of becoming any of
the foregoing,
affecting the Trademarks, Patents
and Patent Applications.


 


	3.04	No
    Other Obligations


 


No
person has or has made any
claim or notification to
CQENS alleging any written or
oral agreement,
understanding or
commitment,
or any
right or
privilege (whether by law or
contractual) capable of becoming
an agreement or
commitment, to obtain
rights in and to
the Trademarks, Patents
and Patent Applications that would
conflict with
the rights herein granted
to LEAP.


 


	3.05	Warranty
    Disclaimer


 


CQENS
makes
and LEAP
receives no warranties
of
any kind,
either expressed
or
implied,
statutory or otherwise.
CQENS
specifically disclaims
any and
all implied
warranties
or conditions
of merchantability,
satisfactory
quality
or fitness
for a particular
purpose.


 


	3.06	Infringement
    Actions


 


(a)‎
As between CQENS and LEAP, LEAP is granted the sole right to sue and ‎collect damages and/or profits for both past and present
infringements of and any IP Assets in the Asia Pacific ‎Countries. If LEAP becomes aware of potential infringement of any
of the IP Assets, ‎LEAP shall provide CQENS with written notice of any such infringement within 90 days of ‎learning of
such infringement, and similarly, if CQENS becomes aware of any infringement of ‎any IP Asset, CQENS must provide written
notice to LEAP of such potential infringement ‎within 90 days of learning of such infringement (both notices referred to as
the “Infringement ‎Notice”). If LEAP elects by written notice to CQENS to not enforce LEAP’s rights within
60 ‎days of the Infringement Notice to CQENS, then CQENS shall have the sole right to sue and ‎collect all damages for
the infringement.


‎


(b)
In the event litigation is instituted against a third party for infringement of the ‎IP Assets under this Agreement in
the Asia Pacific Countries, the party instituting the ‎lawsuit shall bear the cost of the litigation and shall control
the litigation proceedings. The party ‎who did not institute the lawsuit will cooperate with the party who did institute
the lawsuit at ‎the expense of the party who instituted the lawsuit. The party who did not institute the lawsuit ‎can
be represented by counsel of its choice at its own expense.


 




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ARTICLE
4 LEAP COVENANTS


 


	4.01	Covenants
    Generally


 


LEAP
hereby makes the covenants contained in this
Article 4.00 to  CQENS and 
acknowledges that
CQENS is
relying upon the accuracy of
such covenant in connection with
its entering
into this Agreement.


 


	4.02	No
    Competing


 


LEAP
hereby agrees to not market any
products in competition with
the IP Assets.


 


	4.03	Patent
    Marking


 


LEAP
will mark all
products sublicensed,
manufactured or
sold pursuant to this Agreement
with the relevant
numbers indicating the Trademarks, Patents or Patent Applications.
The marking
will be
in conformance with the patent
laws and other laws
of the country
of manufacture
or sale.


 


ARTICLE
5 ROYALTIES


 


	5.01	Royalty
    Consideration


 


In
consideration for the rights
it has been granted, CQENS has
received value it deems sufficient and appropriate and will not charge LEAP royalties nor will LEAP be required to pay
royalties in connection with
the licenses and rights extended. In no event shall LEAP be obligated to make any payment or other remuneration to CQENS in connection
with this Agreement; it being acknowledged and agreed that all such remuneration has been paid to CQENS in connection with that
certain Contribution Agreement entered into by and between the parties as of the date hereof (the “Contribution Agreement”).


 




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ARTICLE
6 INDEMNIFICATIONS


 


	6.01	CQENS
    Indemnity


 


CQENS
agrees to indemnify and
hold LEAP harmless from
and against all
claims,
demands,
proceedings,
losses,
damages, liabilities,
deficiencies,
costs and
expenses (including all
legal and
other professional fees
and disbursements,
interest, penalties
and amounts
paid in settlement) suffered
or incurred by
LEAP as a result
of or
arising directly
or indirectly out of or in connection
with:


 


	 	(a)	any
    breach by CQENS
    of or
    any material inaccuracy of
    any representation or warranty
    of
    CQENS contained
    in this Agreement;
	 	 	 
	 	(b)	any
    breach or non-performance
    by CQENS of
    any covenant to be
    performed by it that is contained
    in this Agreement;
    and
	 	 	 
	 	(c)	infringement
    of any third party intellectual
    property rights in
    respect of the
    IP Assets, other
    than any claim arising
    as a result of modifications
    to the product
    performed by or on behalf
    of LEAP.


 


Notwithstanding
the foregoing but subject to Section 3.06,
in the
event that the IP Assets,
or any part thereof
is held to constitute an
infringement on the
intellectual property of any
third party,
CQENS,
at its option
and expense,
may either
(a) indemnify
LEAP as
above or (b) indemnify
LEAP from and against
any damages for
such pre-existing infringement,
and (i) amend the Patent
and/or Patent Application to make it
non-infringing,
(ii) procure for
LEAP the right to
use the
infringing materials,
and/or (iii)
replace the infringing Patent
or Patent Applications with other suitable non-infringing
rights having functionality
that is substantially
the same
in all
material respects to those
held to infringe.


 


	6.02	LEAP
    Indemnity


 


LEAP
agrees to indemnify
and hold CQENS harmless
from and against all claims,
demands,
proceedings,
losses, damages,
liabilities, deficiencies, costs
and expenses (including all legal
and other
professional fees and disbursements,
interest,
penalties and
amounts paid in settlement)
suffered or
incurred by the
Licensor as
a result of or
arising directly or indirectly
out of or in connection
with:


 


	 	(a)	any
    material breach or non-performance
    by LEAP of any covenant
    to be
    performed by it that
    is contained in this Agreement;
	 	 	 
	 	(b)	any
    breach arising
    from or relating to
    any use and
    distribution of
    the product
    by LEAP
    other than as expressly provided
    herein; and
	 	 	 
	 	(c)	infringement
    of any third
    party intellectual property
    rights which infringement
    arises from modifications
    to the Product
    performed by or on behalf of
    LEAP,
    except to the extent such
    claim is covered under Section
    6.01.


 


	6.03	Indemnification
    Procedure


 


Any
party seeking indemnification under Article 6.00 (the “Indemnitee”) in
respect of a third
party claim shall (i) promptly
notify the indemnifying party (the “Indemnitor”) of such
claim, (ii) provide the Indemnitor sole control
over the defense and/or
settlement thereof, and
(iii) at the Indemnitor’s
request and expense, provide
full information and reasonable assistance
to Indemnitor with respect
to such claims. Without limiting the
foregoing, with respect
to third party claims brought under Sections 6.01 and 6.02, the Indemnitee, at its
own expense, shall
have the right to participate with counsel
of its own choosing
in the defense
and/or settlement of
any such claims.


 




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ARTICLE
7.00 TERM AND
TERMINATION


 


	7.01	Term


 


The
term of
this Agreement
shall be
for the life
of the patent
commencing on the date of execution
of
this Agreement
and shall continue
in full force and effect unless
terminated in accordance with
this Article 7.00.


 


	7.02	Termination
    for Cause


 


Either
party
may terminate
this Agreement
for cause
as follows:


 


7.02.1
Nonperformance re: Other Relevant
Agreement


 


Notwithstanding
the terms and conditions of the license, this Agreement shall be terminated if the IP Assets are repurchased by CQENS pursuant
to and in accordance with the terms of that certain Amended and Restated Limited Liability Company Agreement of LEAP dated as
of ‎date hereof (the “LLC Agreement”).


 


7.02.2
Breach of Agreement


 


If
any representation or
warranty provided for
herein proves to
be materially inaccurate,
or if
either party
material breaches any
covenant provided for
herein and such
breach is not cured within
thirty (30) days (if
capable of
being cured
within that time) after the non-breaching
party gives written notice
to the breaching
party of such breach,
the non-breaching party shall
have the
right to
terminate this
Agreement immediately
upon the
expiration of
such thirty (30) day
period. If the nature
of the breach
is such that more
than thirty (30)
days are required for cure,
the non-breaching
party shall have
the right to
terminate upon
written notice
if the breaching party fails
to commence efforts
to cure such
default within
the thirty (30) day period and
in any event such cure
is not completed within a reasonable
period of time after the commencement
of such 30
day period.


 


ARTICLE
8 GENERAL


 


8.01
Governing Law and Jurisdiction


 


This
Agreement shall be governed by and construed under the laws of the State of Delaware, without reference to conflict of laws principles.
The parties agree that any dispute arising under this Agreement or out of the negotiation of or the relationship that is being
formed pursuant to this Agreement will only be venued in the State or Federal Courts of Delaware, and hereby consent to such jurisdiction
and venue.


 


8.02
Assignment


 


This
Agreement may not be assigned by either party without the prior written consent of the other party (not to be unreasonably withheld,
conditioned or delayed). This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.


 




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8.03
Notices


 


Any
notice, demand, or other communication ( “Notice” ) required or permitted to be given or made shall be in writing
and shall be sufficiently given or made if delivered in person, sent by facsimile transmission, or sent by prepaid first class
registered mail during normal business hours on a Business Day and addressed as follows:


 


8.04
Entire Agreement


 


The
parties hereto acknowledge
that this Agreement
and its Schedules, the Contribution Agreement and the LLC Agreement set forth the entire agreement and
understanding of the parties
hereto as
to the subject matter hereof,
and supersedes all prior
discussions, agreements
and writings in respect
hereto,
including the Letter
of intent.


 


8.05
Counterparts


 


This
Agreement may be executed in
any number of counterparts and
when so executed and delivered
shall have
the same force and effect as
though all signatures appeared on one document.


 


8.06
Further Assurances


 


Each
party covenants and
agrees to do and cause all
things to be done
and execute and deliver
all such documents as
may be
required in order to carry out the provisions of this Agreement.


 


8.07
Severability


 


The
provisions of
this agreement shall be severable,
and if any
provision of
this Agreement shall be held
or declared to be illegal,
invalid,
or unenforceable,
such illegal,
invalid or unenforceable provision
shall be severed
from this Agreement and the remainder
of this Agreement shall remain
in full force
and effect, and
the parties
shall negotiate a substitute,
legal,
valid and enforceable provision
that most nearly reflect
the parties’
intent in
entering into this Agreement.


 


[Signature
Page Follows]


 




    	8



     


    

 


IN
WITNESS WHEREOF, the
parties,
by their
duly authorized
representatives, have entered
into this Agreement.


 


	CQENS
    TECHNOLOGIES INC.
	 	 	 
	By:	                 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 


	LEAP
    TECHNOLOGY LLC
	 	              	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 




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Exhibit
1


 


INTELLECTUAL
PROPERTY LICENSED PURSUANT TO THIS AGREEMENT


 


The
following IP Assets are exclusively licensed by the assignee, CQENS, and by virtue of the document to which this exhibit is attached
in the countries of China, India, Indonesia, Pakistan, Bangladesh, Philippines, Vietnam, Thailand, Myanmar, Afghanistan, Malaysia,
Nepal, Australia, Taiwan, Sri Lanka, Cambodia, Hong Kong, Papua, New Guinea, Laos, Singapore, New Zealand, Mongolia, Timor-Leste,
Fiji, Bhutan, Solomon Islands, Macau, Brunei, Maldives, New Caledonia, French Polynesia, Vanuatu, Samoa, Guam, Kiribati Federated
States of Micronesia, and Tonga.


 


	1.‎	USPTO
    TRADEMARK Registration for CQENS
	 	 
	‎2.‎	PEOPLES’
    REPUBLIC OF CHINA TRADEMARK Registration for CQENS
	 	 
	‎3.‎	US
    PATENT APPLICATION No. 16/022482‎
	 	 
	‎4.‎	PCT
    PATENT APPLICATION No. PCT/US 19/12204‎


 


National
Phase Applications for Heat-not-Burn Device and Method in the following countries filed 7/03.2020.


 


	COUNTRY	 	DATE
    FILED	 	APPLICATION
    NO.
	Peoples’
    Republic of China	 	7/03/2020	 	TBD
	India	 	7/03/2020	 	TBD
	Indonesia	 	7/03/2020	 	TBD
	Vietnam	 	7/03/2020	 	TBD
	Philippines	 	7/03/2020	 	TBD
	Thailand	 	7/03/2020	 	TBD
	Malaysia	 	7/03/2020	 	TBD
	Singapore	 	7/03/2020	 	TBD
	Taiwan	 	7/03/2020	 	TBD
	Hong
    Kong	 	7/03/2020	 	TBD


 


This
Exhibit 1 is as of the date hereof and may be updated regularly as additional trademarks, patents are issued and patent applications
are submitted and numbers are assigned. For the avoidance of doubt, should CQENS develop additional
IP Assets in the Territory that are related to the heat not burn technology, those IP Assets will be added to Exhibit 1 and the
exclusive license granted herein will extend to those additional IP Assets.


 




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