Advancing horticultural research and
innovation to support a healthy future.


 


Technology
license for Stevia-related patents


 


between


 


Vineland Research and Innovations Centre

(as Licensor)


 


and


 


Stevia First Corporation

(as Licensee)


 



    	 



    	 



    

 


Table
of contents


 


	introduction	1
	 	 	 
	ARTICLE 1
	definitions	2
	 	 	 
	ARTICLE 2
	grant & reservations	4
	2.1	Grant	4
	2.2	Assignment of Materials	4
	2.3	Carve Out	4
	2.4	Sub-Licensing Conditions	5
	2.5	No Sub-Licensee Encumbrances	5
	2.6	Termination	5
	2.7	The Company Shall Obtain Regulatory Permissions	5
	 	 	 
	ARTICLE 3
	term	6
	3.1	Initial Term	6
	3.2	Renewal of License	6
	 	 	 
	ARTICLE 4
	EXPLOITATION OF THE VARIETY	6
	4.1	Efforts to Sell	6
	4.2	Quality Control	6
	 	 	 
	ARTICLE 5
	FEES & ROYALTIES	6
	5.1	Reimbursement for Fees	6
	5.2	Royalty Rate	7
	5.3	Minimum Royalty	7
	5.4	Execution Fees	7
	5.5	Sub-Licensing Consideration	7
	5.6	Taxes	7
	5.7	Payment to VRIC	7
	5.8	Payments to VRIC after Termination	8
	5.9	No Set-off	8
	 	 	 
	ARTICLE 6
	RECORDS, QUALITY CONTROL, AUDIT	8
	6.1	Reports & Records	8
	6.2	Quality Control Obligations	9
	6.3	Quality Control Audits	9
	6.4	Material Terms	9
	6.5	Reports & Records Audit Rights	9
	6.6	Audit Confidentiality	9
	6.7	No Waiver	10
	6.8	Discrepancy Percentage	10


 



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	ARTICLE 7
	DISCLAIMERS	10
	7.1	VRIC Owns	10
	7.2	Company’s Rights	10
	7.3	No Impeachment	10
	7.4	Disclaimer of Express / Implied Warranties	10
	7.5	Disclaimer of Statutorily Implied Warranties	11
	7.6	No Liability to VRIC from Exercise of Rights	11
	7.7	Disclosure & Due Diligence	11
	 	 	 
	ARTICLE 8
	CORPORATE REPRESENTATIONS & WARRANTIES	12
	8.1	The Company Incorporated & Authorized & Bound	12
	8.2	VRIC Authorized	13
	 	 	 
	ARTICLE 9
	INDEMNITY, INSURANCE, LIABILITY ALLOCATION & CAPS	14
	9.1	The Company’s Indemnification	14
	9.2	Indemnity Separate / Continuing	14
	9.3	Insurance	14
	9.4	VRIC’s Indemnity	14
	9.5	VRIC’s Liability Cap	15
	9.6	Excluded Heads of Damage	15
	9.7	No Actions Against Employees	15
	9.8	Notifications	16
	 	 	 
	ARTICLE 10
	INFRINGEMENT	16
	10.1	Third Party Suit	16
	10.2	Infringement Uncovered	16
	10.3	Company May Sue	16
	10.4	Distribution of Company’s Recovery	16
	10.5	VRIC May Sue	17
	10.6	Thresholds	17
	 	 	 
	ARTICLE 11
	TERMINATION	17
	11.1	By VRIC for Cause	17
	11.2	Automatic Termination	19
	11.3	Termination Not A Penalty	19
	11.4	Procedure	19
	11.5	Effect on Sub-Licensees	19
	11.6	The Company’s Duties on Termination	19
	11.7	Surviving Obligations	20
	 	 	 
	ARTICLE 12
	INTENT & INTERPRETATION	21
	12.1	Use of Alternate Dispute Resolution	21
	12.2	Entire Agreement	21


 



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	12.3	No Third Parties	21
	12.4	No Pre-Contractual Inducing Representations	21
	12.5	Due Diligence Search	22
	12.6	Independent Legal Advice	22
	12.7	No Adverse Presumption in Case of Ambiguity	22
	12.8	Severability	22
	12.9	Successors and Assigns	22
	12.10	Plurality & Gender	23
	12.11	Not a Joint Venture	23
	12.12	Compliance with Law	23
	12.13	No Implied Obligations	23
	12.14	Forum Conveniens & Applicable Laws	23
	12.15	Attornment	24
	12.16	USA Jury Trial Addendum	24
	12.17	Waiver of Counterclaims	24
	12.18	Due Diligence Audits	24
	12.19	Recitals Accurate	24
	12.20	Force majeure	24
	12.21	Waiver	26
	12.22	No Estoppel Due to Third Party Practices	26
	12.23	Contract Always Speaks	26
	12.24	Time is of the Essence	26
	12.25	Headings	27
	12.26	Internal References	27
	12.27	Precedence Over Appendices	27
	12.28	Appendices	27
	 	 	 
	ARTICLE 13
	LEGAL RIGHTS	27
	13.1	Amendments	27
	13.2	Assignment	27
	13.3	Mode of Assignment / Approval Conditions	27
	13.4	No Consent – Material Breach	28
	13.5	Subcontracting	28
	13.6	No Third Party Rights	28
	13.7	Remedies Cumulative	28
	13.8	Mutual Assistance	28
	 	 	 
	ARTICLE 14
	NOTICE	29
	14.1	Addresses / Contacts	29
	14.2	Deemed Delivery	29
	14.3	Change of Address	29
	 	 	 
	ARTICLE 15
	PUBLIC STATEMENTS	30
	15.1	Public Statements	30
	15.2	Statement Exceptions	30


 



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	The restrictions in Clause 15.1 shall not apply to the following:	30
	 	 
	ARTICLE 16	 
	EXECUTION	30
	 	 
	APPENDIX "A"	 
	licensed Patents	31
	 	 
	APPENDIX "B"	 
	ASSIGNMENT OF MATERIALS	32


  



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Technology
license for Stevia-related patents


 


between


 


Vineland Research and Innovation Centre


 


a statutory corporation having its office
at

4890 Victoria Avenue North

P.O. Box 4000

Vineland Station, Ontario

L0R 2E0


 


(“VRIC”)


 


and


 


Stevia First Corporation


 


a company incorporated pursuant to the laws
of the State of Nevada

having its registered office at


5225 Carlson Road


Yuba City, California 95993


 


(“Company”)


 


introduction


 


		A.	VRIC was originally known as the Horticulture Research Institute of Ontario, under the Ontario
Ministry of Agriculture, Food and Rural Affairs.



 


		B.	In 1997, VRIC became under lease an adjunct research facility for the University of Guelph.



 


		C.	In 2007 VRIC became an independent body corporate with start-up funding from the Government of
Ontario and AAFC with a mandate to self-fund VRIC’s activities.



 


		D.	VRIC’s vision is to become an internationally recognized centre of horticulture research
and innovation excellence and a significant force in the delivery of horticulture technology.



 


		E.	VRIC’s mission is to create industry driven innovation pipelines that create growth in horticulture
through value added products and lower costs of production.



 


		F.	The four key needs of the horticulture industry are:



 


		a.	unique valued-added products that recapture Canadian markets and build export markets;



 


		b.	innovative products and systems that meet mounting environmental challenges;



 


		c.	production innovations that reduce cost; and



 



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		d.	rapid access to new technologies.



 


		G.	In order for the horticulture industry to remain competitive, the industry must adapt to changing
consumer demands and increased global competition. Adding value to horticultural products is a means to fulfill these demands,
create more desirable products, expand market share and increase profits.



 


		H.	The subject matter of the Licensed Patents was developed at, and the patents were
protected by, Agriculture and Agri-Food Canada (“AAFC”), a department of the Government of Canada. These Licensed
Patents were developed by Dr. Jim Brandle in his capacity as a research scientist at AAFC.



 


		I.	In 2010, AAFC assigned all ownership rights for the Licensed Patents to VRIC, subject
to certain terms and conditions, including a right by AAFC to continue to perform research related to the Licensed Patents
and to be informed about all improvements or commercially-useful developments concerning the Materials. AAFC did
not retain any rights related to commercialization of the Licensed Patents.



 


		J.	VRIC is the owner of the Licensed Patents and Material.



 


		K.	The Company is seeking to establish a vertically-integrated stevia enterprise with expertise in
stevia seed and tissue propagation, plant breeding and cultivation.



 


		L.	In order to achieve its goals, the Company is interested in exclusive rights to the Licensed
Patents and purchase of the Materials to further its business activities in the sweetener industry.



 


		M.	The Company is also interested in retaining limited consulting services from Dr. Jim Brandle, now
the CEO of VRIC. Vineland and the Company are entering into a separate non-exclusive consulting agreement
(“Non-Exclusive Consulting Agreement”), which is to be executed at the same time as this Agreement and
extends for a term of one (1) year (and is renewable for an additional year).



 


		N.	Dr. Brandle is entering into the Non-Exclusive Consulting Agreement
with the knowledge and consent of the VRIC’s Board of Directors and as a CEO not as an individual.



 


NOW THEREFORE in consideration of the premises,
the terms and conditions hereinafter contained and other good and valuable consideration, the receipt of which is hereby acknowledged
by each party, the Parties hereto covenant and agree as follows:


 


ARTICLE
1


definitions


 


		1.1	"Dispute" includes



 


		1.1.1	without limitation, any controversy, conflict, claim, disagreement or difference of opinion arising
out of the License, (irrespective of whether it is premised on contract, tort
or trust / equity, (or other legal basis or principles) including, without limitation, any issues concerning the breach, interpretation,
rectification, termination, performance, enforcement or validity of the License,
or the rights and liabilities of the Parties in relation to the License;



 



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		1.1.2	irrespective of the fact that there is no arguable defense under the License,
or that the facts or law are undisputable and subject to judicial summary proceedings;



 


but Dispute
does not encompass any controversy, conflict, claim, disagreement or difference of opinion or the rights and liabilities of the
Parties under any collateral or antecedent agreements independent of the License.


 


		1.2	"Execution Date"



 


means the date of the last signature
to the License as noted in ARTICLE 16 (Execution).


 


		1.3	"Field
                                                                                                             of Use"
                                                                                                             means the sweetener
                                                                                                             industry within the
                                                                                                             compass of the Products,
                                                                                                             Licensed Patents
                                                                                                             and Licensed
                                                                                                             Rights thereunder.



 


		1.4	"License"
                                                                                                             means this agreement
                                                                                                             including any amendments
                                                                                                             and the attached
                                                                                                             appendices; and refers
                                                                                                             to the whole of this
                                                                                                             agreement, not to
                                                                                                             any particular section
                                                                                                             or portion thereof.



 


		1.5	“Licensed Patents” means (i) the Patents and
Applications described in Schedule 1; and (ii) any and all other patent application(s), patents, divisionals, continuations, and
continuations in part arising therefrom; and (iii) any and all other Patent Rights obtained in pursuance of or deriving priority
from the Patent Rights listed in items (i) and (ii) hereof. A list of Patent Rights as of the Commencement Date is set forth in
APPENDIX “A”.



 


		1.6	"Licensed Rights" means the rights to the Licensed
Patents as authorized in the License
with respect to the creation of Products and the Sale
of the Products.



 


		1.7	“Material” means any and all seeds and plant
material provided by VRIC. “Material” also means any and all plants, plant parts, cuttings, germplasm, genetic materials,
and seeds, derived therefrom. A description of this seed and plant material is provided in APPENDIX “B”.



 


		1.8	“Non-Exclusive Consulting Agreement” means
the Non-Exclusive Consulting Agreement between VRIC and the Company for consulting
services rendered by Dr. Jim Brandle, co-executed with this License.



 


		1.9	“Patent Rights” means any patent applications,
patents, author certificates, inventor certificates, utility certificates, utility models and all foreign counterparts of them
and includes all divisions, renewals, continuations, continuations-in-part, extensions, reissues, substitutions, provisional applications,
continued prosecution applications, requests for continued examinations, re-examinations, confirmations, registrations, revalidations
and additions of or to them, as well as any supplementary protection certificate, or like form of protection.



 


		1.10	“Party”
                                                                                                              means any one
                                                                                                              of the signatories
                                                                                                              to the License
                                                                                                              and
                                                                                                              “Parties”
                                                                                                              means both of them
                                                                                                              and their respective
                                                                                                              servants, agents,
                                                                                                              and employees.



 


		1.11	“Product” means without limitation any steviol,
steviol glycoside extract, or rebaudioside extract that falls within the scope of a valid claim of a Licensed Patent.




 



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		1.12	"Sale" or "Sell" means



 


		1.12.1	the selling or offering to sell of Products;



 


		1.12.2	within the Territory only (without right of
export from any national jurisdiction within that Territory, including jurisdictions in which the Patents
are not registered or applied for);



 


		1.12.3	the inclusion of a Product as an ingredient in an item offered for sale by the Company
or its sub-licensees.



 





		1.13	"Sales Price" means the price paid by an arm’s
length purchaser for any Product sold by the Company or its sub-licensees or the price paid for such Product in similar
quantities of such Product if the Product is used as an ingredient in an item offered for sale by the Company or
its sublicensees. 



 


		1.14	"Taxes" means taxes (including, without limitation,
sales taxes, Goods and Services Taxes,
value added taxes, however described), levies, imposts, deductions, charges, license and registration fees, assessments, withholdings
/ withholding taxes and duties imposed by any jurisdiction or authority (including stamp and transaction taxes and duties) together
with any related interest, penalties, fines and expenses in connection with them. 





 


		1.15	"Term" means the period prescribed in ARTICLE
3 (Term), including any extensions or renewals.



 


		1.16	"Territory" means worldwide.



 


ARTICLE
2


grant
& reservations


 


		2.1	Grant



 


Subject to the Company fulfilling
the provisions of the License and any third party antecedent peremptory rights,
VRIC grants to the Company a personal, non-transferable, exclusive, fixed term, revocable, royalty-bearing license to create and
Sell the Products as an exercise of the Licensed Rights
within the Territory. Nothing herein shall constitute in any manner whatsoever
an assignment or similar transfer of either VRIC’s proprietary rights in the Licensed
Patents or those rights forming the basis of the Licensed Rights.


 


		2.2	Assignment of Materials



 


The
Parties acknowledge that the Materials are germplasm, as such have no extant or pending variety or denomination registration and
to the best of the Parties’ knowledge, contain no patented gene. This germplasm will be sold to the Company on the terms
identified in subparagraph 5.4.2 (Execution Fees). 


 


		2.3	Carve Out



 


Notwithstanding any other provision
of the License, VRIC shall retain from the License
any and all rights to the Licensed Patents necessary for bona fide research
and development and other non-commercial activities. VRIC will not retain any rights related to commercialization of the Licensed
Patents.


 



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		2.4	Sub-Licensing Conditions



 


The Company is permitted to sub-license
to parties that are not affiliates of the Company on not less than the same terms and conditions of this License.
The terms and conditions of any sub-license granted by the Company shall include but are not limited to the following:


 


		2.4.1	be royalty-bearing and revocable, with the right to sub-sub-license only on terms that enable the
same obligations and restrictions as those required of the Company under the License;



 


		2.4.2	prescribe a royalty rate no less than that prescribed in the License;



 


		2.4.3	be only within the Territory or any portion
thereof;



 


		2.4.4	be only within the Field of Use or a subset
thereof;



 


		2.4.5	be subject to the same obligations and restrictions as those required of the Company under the
License;



 


		2.4.6	be in a form determined by the Company with the right to review by VRIC prior to execution;



 


		2.4.7	be copied to VRIC immediately following execution; and



 


		2.4.8	not be a de facto assignment.



 


For greater clarity VRIC shall
receive from the sub-licensees not less than the same amount of consideration VRIC would have received from the Company, had the
Company conducted the Sale rather than the sub-licensees. The Company shall
ensure that any monies owing to VRIC from the sub-licensee is paid to VRIC when due, and the Company shall be liable for any such
monies irrespective of whether or not the sub-licensee paid the Company.


 


		2.5	No Sub-Licensee Encumbrances



 


The Company has no right to encumber
any contractual, legal or equitable rights (or other rights recognized at law) that the Company may have against any sub-licensee
in favor of any financial institution or any third party whatsoever if such encumbrance will lead to a reduction in royalty revenues
payable pursuant to this Agreement.


 


		2.6	Termination



 


Termination
of the License shall also terminate any subsisting sub-licenses, but any consideration
due or owing to VRIC shall be paid promptly thereafter by the Company, and any and all unsatisfied obligations and rights shall
subsist until satisfied. If upon termination, sub-licensee is able to meet the same obligations and restrictions as those required
of the Company under the License, VRIC will not unreasonably withhold the transfer of the License from
the Company to sub-licensee.


 


		2.7	The Company Shall Obtain Regulatory Permissions



 


The Company shall obtain any
material registrations, authorizations, permits, certificates or other regulatory permissions which may be required in order for
the Company to legally carry out all of its activities under the License,
at the Company’s sole cost and expense without right of set-off against royalties or other consideration due VRIC.


 



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ARTICLE
3


term


 


		3.1	Initial Term



 


The License
shall remain in force for ten (10) years from the Execution Date, unless terminated
pursuant to the provisions of ARTICLE 11 (Termination).


 


		3.2	Renewal of License



 


The License
shall be renewed for additional terms on the same terms and conditions herein for multiple additional two (2) year terms on the
same terms and conditions contained herein until such time that all Licensed Patents have expired, unless:


 


		3.2.1	the Company is in breach of the License and
does not remedy such breach as permitted under paragraph 11.1 (By VRIC for Cause); or



 


		3.2.2	the Company provides sixty (60) days notice as per ARTICLE 14 (Notice) prior to the date of expiration,
of the Company’s unconditional intention to withdraw from the License.



 


ARTICLE
4


EXPLOITATION
OF THE VARIETY


 


		4.1	Efforts to Sell



 


The Company shall use reasonable
commercial efforts to Sell Products created by exercising the
Licensed Rights to end-users and sub-licensees. This obligation includes the
twin duties of filling demand and creating demand for the Products created by exercising the Licensed
Rights. Nothing in the License authorizes the “shelving”,
deferral of, or otherwise enfeebled sales efforts or other activities that neither create demand nor fill demand for the Products
created by exercising the Licensed Rights, and any such activities are a material
breach of the License.


 


		4.2	Quality Control



 


The Company shall abide the quality
control terms prescribed in ARTICLE 6 (Records, Quality Control, Audit).


 


ARTICLE
5


FEES
& ROYALTIES


 


		5.1	Reimbursement for Fees



 


		5.1.1	REIMBURSEMENT FOR patent FEES



 


The Company shall reimburse VRIC
within thirty (30) days of receipt of invoice, for all patent maintenance fees incurred by VRIC during the Term of
this Agreement.


 



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		5.2	Royalty Rate



 


The Company shall pay to VRIC the
cumulative consideration prescribed for all Sales of the Products sold or
used by the Company and its sub-licensees or nominees. This consideration shall be a royalty of 0.5% of the Sale
Price for all Sales of Products, exclusive of all applicable government imposed taxes,
levies and fees.


 


		5.3	Minimum Royalty



 


		5.3.1	MINIMUM ROYALTY WHEN SALES BELOW MINIMUM



 


From the third year of this Agreement,
and thereafter during the Term of this Agreement, the Company shall pay to VRIC a minimum annual royalty
of $10,000, minus any royalties paid.


 


		5.4	Execution Fees



 


		5.4.1	Upon the Execution Date, the Company shall pay
VRIC $15,000 as a signature fee for the License



 


		5.4.2	Upon the Execution Date, the Company shall pay
VRIC $10,000 as full consideration for the assignment of the Materials. 



 


		5.4.3	The Company shall pay VRIC $12,500 on the six-month anniversary
date of the Execution Date; and



 


		5.4.4	The Company shall pay VRIC $12,500 on the one-year anniversary
date of the Execution Date. 



 


		5.5	Sub-Licensing Consideration



 


The Company shall pay to VRIC
fifteen percent (15%) of all consideration paid or rendered by the sub-licensee to the Company as a condition to being granted
a sub-license, whether or not such consideration was directly, indirectly or derivatively paid or provided, including without limitation,
any equity. Such payment shall be due within thirty (30) days of receipt of such consideration from the sub-licensee and shall
be made in the same currency or form as received from the sub-licensee.


 


		5.6	Taxes



 


The Company shall pay Taxes
at the applicable prevailing rates required on the Company’s activities under the License,
including those owing on the payment of any royalties. Nothing in this paragraph entitles the Company to hold back royalties pending
resolution of withholding taxes.


 


		5.7	Payment to VRIC



 


The Company shall pay any monies
and consideration owing to VRIC as follows:


 


		5.7.1	TIME & MODE



 


Royalties and other consideration
with respect to sales of the Products sold
during the (12) months preceding the 30th day of June of each calendar year, shall be paid by the Company to VRIC by the 31st day
of December of that calendar year.


 



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		5.7.2	CURRENCY & ADDRESS



 


Cheques for the payment of royalties
and other consideration shall be in Canadian funds and made payable to the “VRIC”. Where royalties generated by sales
are in US funds, cheques for the payment of royalties shall be in Canadian funds converted from US funds at the conversion rate
stated in the Wall Street Journal on the third business day prior to the date payment is made. The cheques shall be sent to: VRIC,
attention Finance at the address listed above.


 


		5.7.3	ACCOMPANYING
DOCUMENTATION



 


Each cheque shall be accompanied
by written reports as specified in paragraph 6.1 (Reports & Records).


 


		5.8	Payments to VRIC after Termination



 


The Company shall pay to VRIC any
consideration due and payable under the License or sub-licenses whether incurred
prior to termination or after, in accordance with ARTICLE 11 (Termination).


 


		5.9	No Set-off



 


Notwithstanding any other provision
of the License, any consideration payable to VRIC by the Company under the
License is unconditional and non-cancellable. Further, the Company shall not
have the right of set-off, deduct or counter-claim against any such consideration.


 


ARTICLE
6


RECORDS,
QUALITY CONTROL, AUDIT


 


		6.1	Reports & Records



 


The Company shall on or before
the 31st day of December of each calendar year during the Term, submit to
VRIC’s contact person identified in paragraph 14.1 (Addresses/Contacts), written reports as to the Company's activities with
respect to the Licensed Rights during the twelve (12) months period preceding
the 30th day of November. Such reports shall contain:


 


		6.1.1	MARKETING EFFORTS & PRODUCTION



 


if requested by VRIC acting reasonably,
a detailed description of the steps taken by the Company to Sell the Products
making an estimate when precise figures are not available, marketing, sub-licensing and sales;


 


		6.1.2	MARKETING CONDITIONS



 


if requested by VRIC acting reasonably,
a description of the marketing conditions for the Licensed Rights;


 



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		6.1.3	SUB-LICENSE(S) DETAILS



 


a statement including the names
and addresses of all sub-licensees to whom the Licensed Patents has been sub-licensed,
a full account of all revenues generated by such sub-licenses, and a calculation of the amount due to VRIC for the consideration
stipulated therein.


 


		6.2	Quality Control Obligations



 


The Company shall comply in all
material respects with all quality requirements for the Products created exercising the Licensed
Rights and the Sale of the Products that are
prescribed by any applicable regulatory or statutory authority.


 


		6.3	Quality Control Audits



 


VRIC shall have the right, exercised
at all reasonable times during regular business hours on five (5) days prior written notice to the Company, and at its own cost,
to inspect the Products created exercising the Licensed Rights
at any time within the Territory to ensure the Products created
exercising the Licensed Rights satisfies all quality control obligations prescribed
under paragraph 6.2 (Quality Control Obligations).


 


		6.3.1	The Company shall ensure that this provision is in any sub-license and brought to the attention
of the sub-licensee.



 


		6.4	Material Terms



 


The reporting requirements given
in paragraph 6.1 (Reports & Records) and the quality control requirements given in paragraphs 6.2 (Quality Control Obligations)
and 6.3 (Quality Control Audits) are material terms of this License.


 


		6.5	Reports & Records Audit Rights



 


VRIC shall have the right, exercised
at all reasonable times during regular business hours, on five (5) days prior written notice to the Company, and at its own cost,
to conduct an audit of the Company’s records concerning the Sale of
the Products, and to make copies of all such records. Upon the written request
of VRIC, the Company shall permit an independent public accountant, retained by VRIC at its own cost subject to paragraph 6.8 (Discrepancy
Percentage), to inspect all relevant records. The audit shall focus on the Company’s payment of royalties or consideration
paid to VRIC and the accuracy of any reports previously submitted to VRIC as detailed in paragraph 6.1 (Reports & Records).
This right shall survive for twelve (12) months immediately following termination or expiration of the License.


 


		6.6	Audit Confidentiality



 


The independent public accountant
retained by VRIC shall inform VRIC whether or not the Company has complied with its obligations under the License
to submit reports and to pay royalties and consideration due and payable to VRIC. Subject to the information contained in the foregoing
audit reports, the independent public accountant shall not reveal to VRIC any of the Company’s internal documentation or
records.


 



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		6.7	No Waiver



 


Any royalty payment or report
accepted by VRIC shall not constitute a waiver by or estoppel against VRIC concerning the contractual right to audit the Company,
and VRIC shall continue to have the right to audit as prescribed in the License.
Furthermore, an audit shall not preclude VRIC from conducting any subsequent audit or audits or other matters provided in this
License or other matters provided in this License.


 


		6.8	Discrepancy Percentage



 


In the event of any discrepancy
uncovered by the audit:


 


		6.8.1	the Company shall pay forthwith to VRIC the discrepancy; or



 


		6.8.2	if the discrepancy is equal to or greater than US$7,500, or 10% of the amount owed to VRIC, whichever
is greater, the Company shall pay forthwith to VRIC the discrepancy and the cost of the audit (such audit costs will be commercially
reasonable); or



 


		6.8.3	if the Company submits more royalties than required, these overpayments shall be returned forthwith
to the Company.



 


ARTICLE
7


DISCLAIMERS


 


		7.1	VRIC Owns



 


VRIC
owns all rights to, related to, connected with or arising out of the Licensed Rights,
including but without limiting the generality of the foregoing patent rights and copyright in and the right to produce and publish
or cause to be produced and published all information, material and documents, are the sole property of VRIC.


 


		7.2	Company’s Rights



 


The Company shall have no rights
in the Licensed Rights except as expressly granted in this License.


 


		7.3	No Impeachment



 


The
Company shall not impeach or otherwise attack, directly or indirectly, VRIC’s statutory, regulatory or proprietary rights
in the Licensed Rights nor assist any third party to do so.


 


		7.4	Disclaimer of Express / Implied Warranties



 


Except as provided in paragraph
8.2 (VRIC Authorized) or otherwise expressly stated in this License or in
APPENDIX "A" (Licensed Patents), VRIC makes no warranties, representations or conditions, express or implied, of any
nature, and VRIC disclaims all warranties, representations or conditions, for the Licensed
Rights regarding:


 


		7.4.1	merchantability;



 



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		7.4.2	quality;



 


		7.4.3	fitness for any or a particular purpose;



 


		7.4.4	commercial utility or practical purpose;



 


		7.4.5	susceptibility of yielding valuable results or results are free of defects or otherwise harmless;



 


		7.4.6	latent or other defects;



 


		7.4.7	infringement or non-infringement of Patent or other third party rights;



 


		7.4.8	conformity with the laws of any jurisdictions outside of VRIC; or



 


		7.4.9	fitness for the Company’s corporate objectives (whether or not expressly or impliedly communicated
to VRIC).



 


For greater certainty, no information
or advice given by VRIC shall create a warranty or representation or condition other than as expressly stated in the License.
The Company accepts the Licensed Patents and
Materials “as is”, with all faults, and the entire risk as to satisfactory quality, performance, accuracy and
effort is with the Company other than as expressly stated in this License.


 


		7.5	Disclaimer of Statutorily Implied Warranties



 


No legal or equitable warranties
or conditions implied by law or convention under any domestic, foreign or international legal regime, or from a course of dealing
or usage of trade, shall apply to the License. The Company acknowledges this
disclaimer and is estopped from relying on any such representations, warranties or conditions against VRIC.


 


		7.6	No Liability to VRIC from Exercise of Rights



 


The Company agrees that it is
responsible for the manner in which it Sells the Products created
in exercising the Licensed Rights. The Company will have no recourse against
VRIC with respect to any consequences of such action, except where allowed in this License.


 


		7.7	Disclosure & Due Diligence



 


The Company acknowledges that:


 


		7.7.1	VRIC has made full and frank disclosure of all facts the Company deemed relevant before executing
the License;



 


		7.7.2	The Company has conducted a due diligence search of all matters relevant to the Licensed
Rights and the License; and



 



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ARTICLE
8


CORPORATE
REPRESENTATIONS & WARRANTIES


 


		8.1	The Company Incorporated & Authorized & Bound



 


The Company represents and warrants
to VRIC that as of the Execution Date:


 


		8.1.1	ABILITY



 


it has the legal capacity to Sell
the Products created in exercising the Licensed Rights, and
the Company has the necessary access to funds, resources, knowledge, facilities and personnel to perform its obligations under
the License, subject to all applicable laws;


 


		8.1.2	AUTHORIZATION



 


it is authorized and has the corporate
power and authority to negotiate, execute, comply with and satisfy its obligations, without qualification, under the License;


 


		8.1.3	INCORPORATION JURISDICTION



 


it has been duly incorporated and
organized under the laws of Nevada, and is validly existing under the laws of Nevada;


 


		8.1.4	REGISTRATION



 


it is duly qualified, licensed
or registered to carry on business in those jurisdictions included in the Territory in
which it does business;


 


		8.1.5	ENFORCEABLE



 


it is bound by the License,
upon execution, and the License constitutes a legal, valid and binding obligation
on the Company, enforceable against the Company in accordance with the terms of the License,
except as those terms may be limited by applicable bankruptcy laws and general principles of equity;


 


		8.1.6	LITIGATION



 


to the best of its knowledge, there
is no legal proceeding or order pending against or, to the knowledge of the Company, threatened against or affecting the Company
or any of its properties or otherwise that could materially adversely affect or restrict the ability of the Company to consummate
fully the transactions contemplated by this License, or that in any manner
draws into question the validity of this License;


 


		8.1.7	VERACITY OF STATEMENTS



 


no representation or warranty by
the Company contained in this License and no statement contained in any certificate,
schedule or other instrument furnished to VRIC pursuant hereto or in connection with the transactions contemplated hereby, contains
any intentional untrue statement of a material fact or intentional omission of a material fact;


 



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		8.1.8	INCONSISTENT AGREEMENTS / OBLIGATIONS



 


it has not given any understanding,
express or implied, to any third party which would:


 


		8.1.8.1	preclude the Company from fulfilling the its obligations under the License
or



 


		8.1.8.2	cause the Company to breach an agreement with a third party.



 


		8.1.9	NO MARCH IN RIGHTS



 


it is not subject to any "march
in" or third party rights, (contractual or statutory, contingent or vested) which would give that third party any rights to
the Licensed Rights not otherwise explicitly described in the License;
and


 


		8.1.10	NO BREACH OF THIRD PARTY AGREEMENTS



 


to the best of its knowledge, its
execution of the License does not contravene its constituent documents or
any law, regulation or official directive or any of its obligations or undertakings by which it or any of its assets are bound
or cause a limitation on its powers or the powers of its directors to be exceeded.


 


		8.2	VRIC Authorized



 


VRIC represents and warrants
to the Company as of the Execution Date:


 


		8.2.1	AUTHORIZATION



 


		8.2.1.1	VRIC has the power and authority to negotiate, execute and comply with the License,
subject to all applicable laws and the royal prerogative; and



 


		8.2.1.2	no further action is required by or in respect of any governmental or regulatory authority;



 


		8.2.1.3	to the best of VRIC’s knowledge, the License
does not contravene, violate or constitute a breach or default under any requirement of law applicable to VRIC or any contract
to which VRIC is bound is or is subject to; and



 


		8.2.1.4	the License is a legal, valid and binding
obligation on VRIC and enforceable against VRIC in accordance with its terms; and



 


		8.2.1.5	VRIC has been duly incorporated and organized under the laws of Ontario, and validly exists under
the laws of Ontario.



 



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ARTICLE
9


INDEMNITY,
INSURANCE, LIABILITY ALLOCATION & CAPS


 


		9.1	The Company’s Indemnification



 


		9.1.1	The Company shall:



 


		9.1.1.1	indemnify;



 


		9.1.1.2	save harmless, and



 


		9.1.1.3	defend at its own costs



 


VRIC (including its employees,
servants, agents, officers and advisors):


 


		9.1.1.4	from and against all claims, demands, losses, penalties, damages, costs, (including reasonable
legal fees and disbursements), actions, suits or other proceedings;



 


		9.1.1.5	brought or prosecuted in any manner which heretofore or hereafter may be made by whomever against
VRIC;



 


		9.1.1.6	however and whenever arising out of, relating to, occasioned by or attributed to, any misrepresentations
or breach of warranty made in this License or any failure to perform its obligations
under this License by the Company (including in this ARTICLE 9, its employees,
servants, agents, advisors or sub-licensees) whether by reason of negligence or otherwise.



 


		9.2	Indemnity Separate / Continuing



 


The foregoing indemnity is a
continuing obligation, separate and independent from the other obligations of the Company and survives termination of, expiration
of, or the acceptance of repudiation of the License. It is not necessary for
VRIC to incur expense or make payment before enforcing a right of indemnity conferred hereunder.


 


		9.3	Insurance



 


The Company shall ensure that
both the Company and each of its sub-licensees shall obtain and maintain, throughout the Term
of the License or duration of the sub-licenses (as the case may be), commercial
general liability insurance of not less than one million dollars (US$1,000,000.00) per incident for any and all claims, actions,
liabilities and expenses resulting from the Products created exercising the Licensed
Rights, including but not limited to product liability.


 


		9.4	VRIC’s Indemnity



 


VRIC shall indemnify, save harmless
and defend at its own costs the Company (and its employees, servants and agents) for damages to property or death of or injury
to any person caused sustained or incurred due to the negligence of VRIC. Notwithstanding the foregoing, VRIC shall not be required
to indemnify the Company hereunder to the extent arising out of or which would not have arisen but for:


 


		9.4.1	the negligence, fraud or willful misconduct on the part of the Company, its employees, servants
or agents;



 


		9.4.2	a breach by the Company of its obligations, representations and warranties hereunder; or



 


		9.4.3	an unauthorized assignment by the Company of the License.



 



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		9.5	VRIC’s Liability Cap



 


VRIC’s liability for:


 


		9.5.1	breach of the representations, conditions or warranties contained herein or any of the other provisions
of the License or any other breach giving rise to liability, including a breach
of a condition or fundamental term or fundamental breach or breaches; or



 


		9.5.2	in any other way arising out of or related to the License;
or



 


		9.5.3	for any cause of action whatsoever and regardless of the form of action (including breach of contract,
trust, strict liability, tort [including negligence and misrepresentation], or any other legal or equitable theory;



 


shall be limited to the Company’s
actual direct (immediate and foreseeable at the time of negotiation to both Parties),
provable damages in an amount not to exceed in the aggregate a sum equal to or less than the net consideration received by VRIC
from the Company under ARTICLE 5 (Fees and Royalties) for the time period commencing from the Execution
Date up to and including the date of judicial judgment or arbitrator’s decision.


 


		9.6	Excluded Heads of Damage



 


VRIC shall not be liable to the
Company, its successors, assigns, or sub-licenses for damages in respect of:


 


		9.6.1	incidental, indirect, special, punitive, exemplary damages;



 


		9.6.2	any economic loss, consequential damages, relational loss, including but not limited to lost business
revenue, lost profits, business interruption, failure to realize expected savings, loss of data, loss of business opportunity suffered
by the Company or any claim whatsoever and whenever made against the Company by any other party;



 


whether grounded in tort (including
negligence), strict liability, contract, trust or otherwise, even if:


 


		9.6.3	VRIC was advised of the possibility of such damages, or



 


		9.6.4	the damages encompassed by sub-paragraphs 9.6.1 and 9.6.2 were foreseeable by VRIC, or



 


		9.6.5	such damages resulted from a fundamental breach of the License.



 


Further, VRIC shall have no duty
to warn the Company for matters arising directly or indirectly under the License.


 


		9.7	No Actions Against Employees



 


The Company acknowledges and
is estopped (prevented) from and waives any rights the Company might have to commence and prosecute any action whatsoever, regardless
of form or grounds (including without limitation negligence, misrepresentation, fiduciary, deceit) against any of VRIC’s
employees, servants, agents or officers, arising out of any claimed breach of the License
or transactions under the License or negotiations leading to the License,
or in any other way related to the License. For greater clarity, the Company’s
remedies for any breach of or Dispute under the License,
lies only against VRIC, and only within the aforementioned parameters prescribed by the License.


 



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		9.8	Notifications



 


The
indemnified party shall notify the indemnifying party of any claim that falls within the parameters of the respective indemnification
obligations as soon as practical. In any case such notice shall be made forthwith upon notice that a claim may be prosecuted or
a cause of action exists.


 


ARTICLE
10


INFRINGEMENT


 


		10.1	Third Party
                                                            Suit



 


Subject
to ARTICLE 9 (Indemnity, Insurance, Liability Allocations & Caps), VRIC authorizes the Company to pursue any third party
infringing the Licensed Rights granted to the Company under the Plant Breeders’ Rights
Act or the U.S. Plant Variety Protection Act, 1970, or any other applicable legislation. In the event of any
threatened or actual suit against the Company in consequence of the exercise right and the License granted
herein, the Company shall promptly inform VRIC and the Parties will jointly decide on the steps to be taken in
the circumstances.


 


		10.2	Infringement
                                                            Uncovered



 


Each
Party will notify the other promptly in writing when any infringement is uncovered or suspected.


 


		10.3	Company
                                                            May Sue



 


The
Company shall have the right to enforce the Patents and related rights against any infringement or alleged infringement
thereof, and shall at all times keep VRIC informed as to the status thereof. Subject to VRIC’s prior written approval (which
will not be unreasonably withheld), the Company may, at its own expense, institute suit against any such infringer or alleged
infringer and prosecute such suit in a manner consistent with the terms and conditions hereof. VRIC shall reasonably cooperate
in any such litigation at Company’s expense, and Company shall keep VRIC apprised in a timely manner of all litigation activities.
In any litigation under this Article, the Company shall not have the right to settle or otherwise compromise VRIC’s position
as a licensor or owner of the Patents without VRIC’s prior written consent.


 


		10.4	Distribution
                                                            of Company’s Recovery



 


In
the event of a recovery by the Company of compensatory damages (i.e. non-punitive damages net of legal fees and out of
pocket costs of the action) under paragraph 5.2 (Royalty Rate) for a royalty-bearing Product created exercising
the Licensed Rights, the Company shall pay to VRIC the applicable royalty rate on infringing sales. Infringing
sales shall be determined by, and calculated from, the amount of infringing sales on which the award of compensatory damages
is based. With respect to any recovery of punitive damages, the Company shall pay to VRIC an amount equal to 15% of such
recovery, net of all solicitor-client costs and expenses related to the proceedings leading to the recovery.


 






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		10.5	VRIC May
                                                            Sue



 


If
the Company elects not to enforce the Patents and related rights, then the Company shall so notify VRIC in writing
within six (6) months of receiving notice that an infringement exists, and VRIC may, in its sole judgment and at its own expense,
take steps to enforce its Patents and related rights, settle, and defend such suit in a manner as VRIC deems fits,
even if such settlement might compromise viability of the License, and recover for its own account any damages,
awards, or settlements resulting therefrom.


 


		10.6	Thresholds



 


The
Parties acknowledge that the mere fact of an infringement in a jurisdiction is insufficient to merit enforcement
proceedings, unless such infringement in a material and in a significant way negatively affects Sales, and the evidence
of the infringement is compelling, probative, and ethically gathered.


 


ARTICLE
11


TERMINATION


 


		11.1	By VRIC
                                                            for Cause



 


The
License, at the option of VRIC, without prejudice to any other rights in law or equity or any other legal basis
or principles held by VRIC (including any right of indemnity), may be terminated forthwith by VRIC without compensation to the
Company if:


 


		11.1.1	COMMERCIAL
                                                                  EFFORTS



 


the
Company fails to use reasonable commercial efforts to Sell the Products created exercising the Licensed
Rights;


 


		11.1.2	NO
                                                                  PAYMENT



 


the
Company fails to make any payment provided for herein and does not make such payment within sixty (60) days of the due date irrespective
of whether or not a reminder or other notification was sent to the Company;


 


		11.1.3	QUALITY
                                                                  CONTROL & AUDIT



 


the
Company refuses, neglects or fails to meet material quality standards or allow access for quality audit purposes contrary to
ARTICLE 6 (Records, Quality Control, Audit); or provide or allow the audit of the reports and records as required under
Article 6 (Records, Quality Control, Audit) and does not remedy the breach within sixty (60) days after being required in
writing to do so by VRIC;


 


		11.1.4	CEASES
                                                                  BUSINESS



 


the
Company ceases to actively carry on business;


 






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		11.1.5	CRIMINAL
                                                                  CONVICTION



 


the
Company was convicted of a material criminal or regulatory offence, the nature of which materially directly or indirectly affects
the ability of the Company to conduct itself under the License, or to Sell the Products
created exercising the Licensed Rights in an effective and timely manner, or otherwise materially prejudices Sales;


 


		11.1.6	GENERAL
                                                                  BREACH



 


the
Company commits or permits a material breach of any of the other terms and conditions herein contained and does not remedy such
breach within sixty (60) days after being required in writing to do so by VRIC;


 


		11.1.7	REPUDIATES



 


the
Company expressly or implicitly repudiates the License by refusing or threatening to refuse to comply with any of
the provisions of the License;


 


		11.1.8	AGGREGATE
                                                                  ROYALTY QUANTUM



 


the
Company has not paid in the aggregate any royalties in excess of the minimum annual payment prescribed under paragraph 5.3
(Minimum Royalty) for five (5) consecutive years; and); or


 


		11.1.9	BANKRUPTCY



 


The
Company becomes bankrupt or insolvent or otherwise


 


		11.1.9.1	has
                                                                a receiving or winding up order made or sought against it



 


		11.1.9.2	has
                                                                a meeting proposed or convened, seeking or actually passing a
                                                                resolution to appoint a trustee or official manager



 


		11.1.9.3	as
                                                                a receiver, receiver-manager, liquidator, trustee in bankruptcy,
                                                                custodian or any other officer with similar powers appointed for
                                                                the Company or such an order is sought;



 


		11.1.9.4	has
                                                                any or all of its assets seized or otherwise attached for the
                                                                benefit of creditors;



 


		11.1.9.5	proposes
                                                                or convenes a meeting to seek or passes a resolution for winding
                                                                up;



 


		11.1.9.6	takes
                                                                the benefit of any statute, at the time in force, relating to
                                                                bankrupt or insolvent debtors for the orderly payment of debts;



 


		11.1.9.7	makes
                                                                a general assignment for the benefit of creditors;



 


		11.1.9.8	submits
                                                                a proposal or arrangement under any debtor/creditor legislation;



 


		11.1.9.9	is
                                                                the subject of a petition or files an assignment under Bankruptcy
                                                                and Insolvency Act or any successor legislation; or



 






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		11.1.9.10	does
                                                                 or attempts anything analogous to the aforementioned events or
                                                                 having a substantially similar effect to any of the aforementioned
                                                                 events under the laws of any jurisdiction.



 


		11.2	Automatic
                                                            Termination



 


The
License and all rights granted to the Company pursuant to the License shall immediately terminate
and revert to VRIC by operation of contract, without prejudice to any other rights in law or equity or any other legal basis or
principles held by VRIC (including any right of indemnity) and without compensation to the Company, effective the business day
prior to the applicable triggering event, namely if:


 


		11.2.1	ASSIGNMENT



 


the
Company assigns the License without the prior written consent of VRIC, contrary to the provisions of paragraphs
13.2 and 13.3 (Assignment).


 


		11.3	Termination
                                                            Not A Penalty



 


The
Company acknowledges and is estopped (prevented) from alleging otherwise, that the termination provisions in paragraph 11.1
(By VRIC for Cause) do not constitute a penalty, and are otherwise fair, just and proportional given the nature of the Parties,
their respective mandates and corporate objectives, the allocation of risks under the License, the goals of
the Parties, nature of the Products created in exercising the Licensed Rights, and
the consequences to VRIC if the Company commits the aforementioned breaches.


 


		11.4	Procedure



 


Termination
shall be implemented by a notice effective as of the date stated therein, but termination shall be subject to paragraph 11.6 (The
Company’s Duties on Termination) and be without prejudice:


 


		11.4.1	to
                                                                the right of VRIC to sue for and recover any royalties or other
                                                                sums due VRIC; and



 


		11.4.2	to
                                                                the remedy of either Party in respect of any previous
                                                                breach of the License.



 


		11.5	Effect
                                                            on Sub-Licensees



 


All
sub-licenses shall terminate with the License. If upon termination, sub-licensee is able to meet the same obligations
and restrictions as those required of the Company under the License, VRIC will not unreasonably withhold the transfer
of the License from the Company to sub-licensee.


 


		11.6	The Company’s
                                                            Duties on Termination



 


Upon
termination, expiration or surrender of the License, the Company shall at its own cost:


 


		11.6.1	deliver
                                                                a detailed statement to VRIC of the inventory of the Products
                                                                created exercising the Licensed Rights then
                                                                existing, but not sold by the Company, as of the date of termination,
                                                                expiration, or surrender;



 






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		11.6.2	pay
                                                                all costs due under the License either by the Company
                                                                on its behalf or a sub-licensee, up to and including the termination,
                                                                expiration, or surrender date, within thirty (30) days of the
                                                                termination, expiration, or surrender;



 


		11.6.3	pay
                                                                all costs due under the License, subsequent to the
                                                                termination, expiration, or surrender, for any Products
                                                                sold within thirty (30) days of the termination, expiration,
                                                                or surrender, within seven (7) days of the liability being incurred;
                                                                and



 


		11.6.4	if
                                                                terminated pursuant to Section 11.1 or 11.2:



 


		11.6.1.1	grant
                                                                back to VRIC any research data arising from the Products
                                                                created exercising the Licensed Rights or
                                                                otherwise under the License;



 


		11.6.1.2	provide
                                                                VRIC the first right of refusal to purchase from the Company any
                                                                Products created exercising the Licensed Rights,
                                                                in inventory at fair market value;



 


		11.6.1.3	dispose
                                                                of any remaining Product inventory created exercising
                                                                the Licensed Rights as specified by VRIC; and



 


		11.6.1.4	assign
                                                                to VRIC (or its nominee) any other know-how and data which the
                                                                Company has or alleges to have created exercising the Licensed
                                                                Rights or derived in the Selling of the
                                                                Products within the Field of Use.
                                                                The Company shall also execute such further documentation as VRIC
                                                                may reasonably request in order to confirm such assignment; and



 


		11.6.5	If
                                                                the Agreement



 


		11.6.1.1	is
                                                                not terminated earlier pursuant to Section 11.1 or 11.2,



 


		11.6.1.2	the
                                                                Term of the Agreement expires,



 


		11.6.1.3	the
                                                                Agreement is surrendered, or



 


		11.6.1.4	the
                                                                Agreement is terminated for other reasons,



 


then
the Company shall comply with all applicable post-termination, expiration or surrender procedures under the License Agreement.
Nothing in the License Agreement derogates, assigns, or otherwise fetters the Company’s own foreground intellectual
property created during the currency of the License Agreement and outside the compass of the Licensed Patents.


 


		11.7	Surviving
                                                            Obligations



 


All
obligations of the Parties which expressly or by their nature survive termination, expiration, or surrender of the
License shall continue in full force and effect subsequent to and notwithstanding such termination or expiration,
until they are satisfied or by their nature expire, including but not limited to indemnification, records, quality control, audit,
and royalties.


 






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ARTICLE
12


INTENT
& INTERPRETATION


 


		12.1	Use of
                                                            Alternate Dispute Resolution



 


If
a Dispute arises between the Parties, then within six (6) months from when the allegedly
aggrieved Party knows or should know of the Dispute, the contact individuals in ARTICLE 14
(Notice) of the License shall,


 


		12.1.1	contact
                                                                their counterpart, and attempt bona fide efforts to diligently
                                                                resolve the Dispute through amicable negotiations;



 


		12.1.2	provide
                                                                full, frank and timely disclosure of all relevant facts, information
                                                                and documents to facilitate those negotiations;



 


		12.1.3	resolve
                                                                the Dispute within thirty (30) days, failing which:



 


The
Agreement shall be terminated, subject to the terms of paragraphs 11.4, 11.5, and 11.6.


 


		12.2	Entire
                                                            Agreement



 


The
License constitutes the entire and exclusive agreement between the Parties pertaining to the Sale
of the Products created in exercising the Licensed Rights, and supersedes all prior agreements,
conditions, obligations, understandings, and negotiations both written and oral. The License sets forth all obligations,
undertakings, conditions, representations and warranties forming part of, or in any way affecting or relating to the Sale
of the Products created exercising the Licensed Rights. The Parties acknowledge
that with respect to the Sale of the Products created in exercising the Licensed Rights,
there are no agreements, obligations, undertakings, representations or warranties whether collateral, oral or written, between
the Company and VRIC other than those expressly set out in the License and
the Non-Exclusive Consulting Agreement.


 


		12.3	No Third
                                                            Parties



 


The
License is not intended to confer upon any person other than the Parties, any rights or remedies hereunder.


 


		12.4	No Pre-Contractual
                                                            Inducing Representations



 


The
License supersedes and revokes all negotiations, arrangements, letters of intent, offers, proposals, brochures,
term sheets, representations, memoranda of understandings and information conveyed, whether oral or in writing or electronically,
between the Parties, or any other person purporting to represent the Company or VRIC. The Parties
agree that:


 


		12.4.1	neither
                                                                has been induced to enter into the License by any
                                                                representations whatsoever not set expressly forth in the License;



 


		12.4.2	neither
                                                                has relied on any such representations;



 


		12.4.3	no
                                                                such representations shall be used in the interpretation or construction
                                                                of the License; and



 






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		12.4.4	no
                                                                claims (including, without limitation, loss of profits, indirect,
                                                                incidental, consequential damages and economic loss) arising directly
                                                                or indirectly, from any such representation, negligent or otherwise,
                                                                shall accrue in law or equity or any other legal basis or principles,
                                                                or be pursued by the Company, and VRIC shall have no liability
                                                                for any such claims.



 


		12.5	Due Diligence
                                                            Search



 


The
Company agrees that it has conducted its own due diligence examinations in order to satisfy itself of the full, true and plain
disclosure of all facts pertinent to the Licensed Patents and all representations made by VRIC.


 


		12.6	Independent
                                                            Legal Advice



 


It
is acknowledged by the Parties that each has had legal advice to the full extent deemed necessary by each Party.
Furthermore, the Parties acknowledge that neither acted under any duress in negotiating, drafting and executing
the License.


 


		12.7	No Adverse
                                                            Presumption in Case of Ambiguity



 


There
shall be no presumption that any ambiguity in the License be resolved in favor of either of the Parties.
For greater certainty, the contra proferentum rule (or analogous concept under any other legal basis or principles) shall
not be applied in any interpretation of the License.


 


		12.8	Severability



 


If
any part of the License is declared or held any or all of invalid, void, or contrary to public policy for any other
reason, then:


 


		12.8.1	NON-MATERIAL



 


if
the invalid provision is not material or fundamental to the License, the invalid provision shall not affect the
validity of the remainder which remainder shall continue in full force and effect and be construed as if the License had
been executed without the invalid provision; and


 


		12.8.2	MATERIAL
                                                                  OR FUNDAMENTAL



 


if
the invalid provision is material or fundamental to the License then the License shall terminate effective
the 31st day from either the final judicial judgment or arbitral tribunal award.


 


		12.9	Successors
                                                            and Assigns



 


The
License will be for the benefit of and be binding upon the heirs, executors, administrators, permitted successors,
and permitted assigns of the Company and other legal representatives, as the case may be, of each of the Parties.
Every reference in the License to any Party includes the heirs, executors, permitted administrators,
permitted successors, and permitted assigns, and other permitted legal representatives of the Party.


 






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		12.10	Plurality
                                                             & Gender



 


Reference
to a Party will be read as if all required changes in the singular and plural and all grammatical changes rendered
necessary by gender had been made.


 


		12.11	Not a
                                                             Joint Venture



 


The
Parties expressly disclaim any intention to create a partnership, joint venture or joint enterprise. The Parties
acknowledge and agree that:


 


		12.11.1	nothing
                                                                 contained in the License nor any acts of any Party
                                                                 shall constitute or be deemed to constitute the Parties
                                                                 as partners, joint venturers or principal and agent in
                                                                 any way or for any purpose;



 


		12.11.2	no
                                                                 Party has the authority to act for, or to assume
                                                                 any obligation or responsibility on behalf of any other Party;
                                                                 and



 


		12.11.3	the
                                                                 relationship between the Parties is that of licensor
                                                                 and licensee.



 


		12.12	Compliance
                                                             with Law



 


The
Parties shall comply, in all material respects, with all applicable laws, as those laws may be amended, revised,
consolidated, substituted from time to time, even if such amendment, revision, consolidation, substitution derogates prospectively
or retroactivity from the Parties’ vested or accrued rights, obligations and liabilities under the License.


 


		12.13	No Implied
                                                             Obligations



 


No
implied terms or obligations of any kind, by or on behalf of either of the Parties, shall arise from anything in
the License. The express covenants and agreements herein contained and made by the Parties are the
only covenants and agreements upon which any rights against either of the Parties may be founded.


 


		12.14	Forum
                                                             Conveniens & Applicable Laws



 


Subject
to Article 12.1, any Dispute shall be governed firstly by applicable Canadian Federal laws, and secondly by the
laws of the Province of Ontario (excluding any conflict of laws, venue or forum non conveniens criteria, or other rules or principles
that might refer such construction to laws of another jurisdiction). The Parties expressly exclude from the License:


 


		12.14.1	application
                                                                 of the United Nations Convention on Contracts for the International
                                                                 Sale of
                                                                 Goods;



 


		12.14.2	The
                                                                 Federal
                                                                 International Sales
                                                                 of Goods Act (1991, c.13) and the International
                                                                 Sales
                                                                 of Goods Act for the Province of Ontario, as applicable;
                                                                 and



 


		12.14.3	any
                                                                 conflict of laws, rules or principles which might refer Disputes
                                                                 to the laws of another jurisdiction.



 






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		12.15	Attornment



 


The
License shall be treated in all respect as an Ontario VRIC contract. The Parties irrevocably and unconditionally
attorn to and submit to the exclusive jurisdiction of the courts of Ontario VRIC and all courts competent to hear appeals therefrom
with respect to any Dispute now or hereinafter arising under the License. The Parties waive
any right each may have as to object to an action being brought in those courts including, without limitation, by claiming that
the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.


 


		12.16	USA Jury
                                                             Trial Addendum



 


The
Company waives any right to a trial by jury of any claim, demand action or caution of action:


 


		12.16.1	arising
                                                                 under the License; or



 


		12.16.2	in
                                                                 any way connect with or related or incidental to the dealings
                                                                 of the Parties in respect of the License
                                                                 or any other agreements or the transactions related hereto
                                                                 or thereto in each case whether now existing or hereafter;



 


		12.16.3	whether
                                                                 in contract, tort, equity or otherwise.



 


The
Company agrees and consents that any such claim, demand, action or cause of action shall be decided by a court without a jury.
VRIC may file an original counterpart of the License with any court, as written evidence of the consent of the Parties,
to the waiver of their right to a trial by jury.


 


		12.17	Waiver
                                                             of Counterclaims



 


The
Company waives any and all of its rights to interpose any claims, deductions, setoffs or counterclaims of any nature in any Dispute
with respect to the License.


 


		12.18	Due Diligence
                                                             Audits



 


If,
in a subsequent transaction, a third Party requires to review this License as part of a due diligence
chain of title search, the Company hereby authorizes the release of this License subject to deleting any financial
or proprietary or other confidential information contained herein.


 


		12.19	Recitals
                                                             Accurate



 


The
Parties acknowledge the truth and accuracy of the recitals and acknowledge that the recitals may be used by a court,
mediator or arbitrator to help resolve any Dispute.


 


		12.20	Force
                                                             majeure



 


		12.20.1	EVENTS



 


Subject
to making all payments required under the License, neither Party shall be in breach of any of its
obligations under the License where the failure to perform or delay in performing any obligation is due, wholly
or in part, directly or indirectly to the occurrence of a force majeure event including, without limitation:


 


		12.20.1.1	war,
                                                                 whether declared or not, civil war, revolution, acts of piracy
                                                                 / terrorism, acts of sabotage;



 






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		12.20.1.2	natural
                                                                 disasters such as violent or destructive storms, cyclones, earthquakes,
                                                                 tidal waves floods, destruction by lightning;



 


		12.20.1.3	explosions,
                                                                 fires, destruction of machines, factories, and any kind of installation;



 


		12.20.1.4	boycotts,
                                                                 strikes and lock-outs of all kinds, go-slows, occupation of factories
                                                                 and premises, and work stoppages which occur in the enterprise
                                                                 of the Party seeking relief; and



 


		12.20.1.5	acts
                                                                 of governmental bodies, agencies, boards, whether lawful or unlawful.



 


But
does not include:


 


		12.20.1.6	the
                                                                 lack of regulatory or other approvals, licenses, permits and
                                                                 authorizations necessary for the performance of the License
                                                                 which are issued by a public authority of any kind whatsoever
                                                                 for which the Company did not apply for or diligently prosecute;



 


		12.20.1.7	the
                                                                 inability of the affected Party to obtain financing
                                                                 or any other financial inability on the part of either Party
                                                                 to meet its obligations under the License;



 


		12.20.1.8	force
                                                                 majeure events that the affected Party knew or
                                                                 should have reasonably known at the time of negotiating the License
                                                                 were probable or avoidable or the effects of which could
                                                                 be minimized, and the affected Party took no steps
                                                                 to deal with such force majeure events, including without limitation
                                                                 obtaining the appropriate insurance, using updated machinery;
                                                                 and



 


		12.20.1.9	the
                                                                 portion of the breach or delay due to the failure of the affected
                                                                 Party to take all necessary reasonable steps to
                                                                 minimize, overcome or control the effects of the force majeure
                                                                 event.



 


		12.20.2	DUTY
                                                                   TO NOTIFY



 


The Party affected
by a force majeure event as contemplated in sub-paragraph 12.20.1 (Force majeure - Events) shall:


 


		12.20.2.1	give
                                                                 notice to the other Party of such force majeure
                                                                 and its effects on the affected Party’s ability
                                                                 to perform as soon as practicable after the force majeure and
                                                                 its effects upon the affected Party’s ability
                                                                 to perform become known to that Party; and



 


		12.20.2.2	take
                                                                 all reasonable efforts to correct, compensate or minimize the
                                                                 effect of the force majeure event.



 


		12.20.3	COMMENCEMENT
                                                                   OF RELIEF



 


The
affected Party shall:


 


		12.20.3.1	be
                                                                 excused of its obligations under the License to
                                                                 the extent necessitated by the force majeure event from the time
                                                                 of the force majeure event or if notice was not given as soon
                                                                 as practical, from the receipt of such notice. Failure to give
                                                                 notice makes the failing Party liable in damages
                                                                 for losses suffered by the other Party which otherwise
                                                                 could have been avoided; and



 






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		12.20.3.2	complete
                                                                 or continue performance of its obligations and duties under the
                                                                 License as soon as practical after the cessation,
                                                                 removal, or overcoming of the force majeure event.



 


		12.20.4	TERMINATION
                                                                   OF AGREEMENT



 


If
the force majeure event continues in excess of sixty (60) consecutive days or in the aggregate sixty (60) days over any consecutive
200 days, then at any time thereafter either Party shall have the option to renegotiate the License with
the Company. If the Parties are unable to agree to the terms of the proposed amended License within
sixty (60) days from the notice to negotiate, then the License shall terminate on the 61st day.


 


		12.20.5	POSTPONEMENT
                                                                   OF OBLIGATIONS



 


Any
obligations of a Party under the License shall be postponed automatically to the extent and for the
period that the affected Party is prevented from meeting those obligations by reason of any cause beyond its reasonable
control (other than lack of funds and applicable regulatory approval). The affected Party shall immediately notify
the other Party of the commencement, nature of such cause and probable consequence. The affected Party shall
also use its reasonable diligent efforts to render performance in a timely manner, utilizing all resources reasonably required
in the circumstances.


 


		12.21	Waiver



 


No
condoning, excusing, or overlooking by either of the Parties of any default by the other Party, at
any time or times, in performing or observing any of the Parties respective covenants, will operate as a waiver
renunciation, surrender, of or otherwise affect the rights of the Parties in respect of any continuing or subsequent
default. No waiver of these rights will be inferred from anything done or omitted by the Parties, except by an express
waiver in writing.


 


		12.22	No Estoppel
                                                             Due to Third Party Practices



 


No
custom, practice or usage regarding other licenses between VRIC and other parties shall preclude at any time the strict enforcement
of the License by VRIC or the Company.


 


		12.23	Contract
                                                             Always Speaks



 


Where
a matter or thing is expressed in the present tense, it shall be applied to the circumstances as they arise, so that effect may
be given to the License according to its true spirit, intent and meaning.


 


		12.24	Time is
                                                             of the Essence



 


Time
shall be of the essence in the License with respect to the financial and Sale obligations of the Company.


 






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		12.25	Headings



 


		12.25.1	All
                                                                 headings in the License have been inserted as a
                                                                 matter of convenience and for reference only, and in no way define,
                                                                 limit, enlarge, modify the scope or meaning of the License
                                                                 or any of its provisions.



 


		12.25.2	Nevertheless
                                                                 an arbitrator or judge may use any, or all, of the table of contents,
                                                                 recitals, and headings when reviewing the covenants, statements,
                                                                 representations and warranties and conditions subsequent to better
                                                                 understand the commercial and legal intent of the License’s
                                                                 provisions.



 


		12.26	Internal
                                                             References



 


Any
reference in the License to an Article, paragraph, sub-paragraph, will mean an Article, paragraph or sub-paragraph
of the License, unless otherwise expressly provided.


 


		12.27	Precedence
                                                             Over Appendices



 


If
there is a conflict or ambiguity between the License proper and any appendix thereto, the interpretation consistent
with License proper (taking into consideration the statements in the recitals and headings) shall prevail and apply,
notwithstanding any wording to the contrary in the applicable appendix.


 


		12.28	Appendices



 


Subject
to paragraph 12.27 (Precedence Over Appendices) the document attached hereto as APPENDIX "A" and APPENDIX
“B” form an integral part of this License as fully as if they were set forth herein in extenso, and
consist of:


 


Appendix
"A" – Licensed Patents


 


Appendix
“B” – Assignment of Materials


 


ARTICLE
13


LEGAL
RIGHTS


 


		13.1	Amendments



 


No
modification or waiver of any provision of the License will be inferred from anything done or omitted by either
of the Parties, except by an express amendment in writing, duly executed by the Parties in advance.


 


		13.2	Assignment



 


The
License is personal to the Company.


 


		13.3	Mode of
                                                            Assignment / Approval Conditions



 


Without
derogating from paragraph 13.2 (Assignment), the Company shall not assign (or transfer, sell, encumber, pledge, grant a security
interest or otherwise deal) or permit any such assignment, in whole or in part, of the License or any of its interest,
rights or obligations hereunder, to any non-affiliate without the written consent of VRIC, which consent subject to sub-paragraph
13.3.1 will not be unreasonably withheld.


 






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		13.3.1	Any
                                                                consent from VRIC shall be contingent and effective only upon
                                                                receipt by VRIC of payment of any outstanding amounts payable
                                                                pursuant to this License.



 


		13.3.2	Consent
                                                                to any assignment will not be construed as consent to any other
                                                                assignment.



 


		13.3.3	No
                                                                consent from VRIC will be required for the Company to transfer
                                                                any equity interest in the Company, whether by merger, sale or
                                                                otherwise.



 


		13.4	No Consent
                                                            – Material Breach



 


Failure
of the Company to obtain the prior written consent of VRIC to any assignment shall be deemed to be a material breach of the License.


 


		13.5	Subcontracting



 


The
Company has the right to subcontract any portion, but not all, of the License, subject to the following:


 


		13.5.1	The
                                                                Company shall notify VRIC in writing of any significant subcontracts
                                                                or subcontractors who may have an interest in the technology or
                                                                a collaboration with VRIC;



 


		13.5.2	the
                                                                subcontract cannot be a de facto assignment; and



 


		13.5.3	no
                                                                rights, obligations, power or control vested in the Company shall
                                                                be contingently or otherwise transferred to any third party.



 


		13.6	No Third
                                                            Party Rights



 


Nothing
expressed or implied in the License is intended to, or shall be construed to confer on or give to, any person other
than the Parties, any rights or remedies under or by reason of the License.


 


		13.7	Remedies
                                                            Cumulative



 


All
rights, powers and remedies provided by the License are cumulative with, and not exclusive of, the rights, powers
or remedies provided by law independently of the License.


 


		13.8	Mutual
                                                            Assistance



 


The
Parties will at all times hereafter, upon every reasonable request of the other, make, do, and execute or cause
to be procured, made, done, and executed, all such further acts, deeds and assurances for the carrying out of the terms, covenants
and agreements of the License, according to the true intent and meaning of the License. These obligations
shall continue post termination or expiry until all pre and post termination obligations are satisfied.


 






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ARTICLE
14


NOTICE


 


		14.1	Addresses
                                                            / Contacts



 


Wherever
in this License it is required or permitted that notice or demand be given, or served by either Party to
or on the other Party, such notice or demand will be in writing and will be validly given or sufficiently communicated
if hand delivered or forwarded by electronic transmission, registered mail, priority post mail, telegram, or facsimile or sent
by overnight delivery by a nationally recognized courier as follows:


 


The
addresses for delivery are:


 


	To VRIC:	Vineland
                           Research and Innovations Centre

        4890 Victoria Ave N

        Box 4000

        Vineland Station, Ontario,
        Canada L0R 2E0

        905.562.0320

        lana.culley@vinelandresearch.com

	 	 
	To the Company:	Stevia First Corporation

        5225 Carlson Rd.,

        Yuba City, California, 95993

        530.231.7800 (phone)

        866.293.0655 (fax)

        brooke@stevia-first.com



 


		14.2	Deemed
                                                            Delivery



 


Notice
will be deemed to have been delivered:


 


		14.2.1	if
                                                                delivered by hand, upon receipt;



 


		14.2.2	if
                                                                sent by electronic transmission, forty-eight (48) hours after
                                                                the time of confirmed transmission, excluding from the calculation
                                                                weekends and public holidays;



 


		14.2.3	if
                                                                sent by registered mail, four (4) days after the mailing thereof,
                                                                provided that if there is a postal strike or other disruption,
                                                                such notice will be delivered by hand or electronic transmission.



 


		14.3	Change
                                                            of Address



 


The
Parties may change their respective addresses for delivery by delivering the notice of change of address to the
above noted address, in which case the change will take effect 30 days from that delivery.


 






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ARTICLE
15


PUBLIC
STATEMENTS


 


		15.1	Public
                                                            Statements



 


Except
as provided in Clause 15.2, neither Party shall, without the prior written consent of the other Party:


 


		15.1.1	use
                                                                in advertising, publicly or otherwise, any trade-name, personal
                                                                name, trade mark, trade device, service mark, symbol, or any abbreviation,
                                                                contraction or simulation thereof, owned by the other Party or
                                                                its Affiliate; or



 


		15.1.2	represent,
                                                                either directly or indirectly, that any product or service of
                                                                the other Party or its Affiliate is a product or service of the
                                                                representing Party or its Affiliate or that it is made in accordance
                                                                with or utilizes the information or documents of the other Party
                                                                or its Affiliate.



 


		15.2	Statement
                                                            Exceptions



 


The
restrictions in Clause 15.1 shall not apply to the following: 


 


		15.2.1	a press
                                                                release, in a form agreed to in writing by both Parties, publicly
                                                                announcing this Agreement; or



 


		15.2.2	use
                                                                as required by any applicable law or governmental regulation,
                                                                including, for the avoidance of doubt, compliance with all applicable
                                                                United States federal and state securities laws, including the
                                                                United States Securities and Exchange Commission Rules and requirements.



 


ARTICLE
16


EXECUTION


 


IN
WITNESS WHEREOF this License has been executed by duly authorized representatives of the Parties.


 


Executed
in duplicate, and effective this 28th day of August, 2012.


 


 


 


	Stevia First Corporation	 	VINELAND RESEARCH AND INNOVATION CENTRE INC.
	 	 	 	 	 
	Signed: 	/s/ Robert Brooke	 	Signed: 	/s/ J. Brandle
	 	 	 	 	 
	Printed:  	Robert Brooke	 	Printed: 	J. Brandle
	 	 	 	 	 
	Title: 	President	 	Title:	President


 






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APPENDIX
"A"


 


licensed
Patents


 


	PATENT/APP.
    NO.	 	DESCRIPTION	 	COUNTRY/REGION	 	FILING
    DATE
	60/784,168	 	“Compositions and methods for producing steviol and steviol
    glycosides”	 	United States	 	March 21, 2006
	7,927,851	 	“Compositions having ent-kaurenoic acid 13-hydroxylase activity
    and methods for producing same”	 	United States	 	March 19, 2007
	EP1897951B1	 	“Composition and methods for producing steviol and steviol
    glycosides”	 	Europe	 	March 20, 2007
	2,580,429	 	“Compositions and methods for producing steviol and steviol
    glycosides”	 	Canada	 	March 21, 2007


 






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APPENDIX
"B"


 


ASSIGNMENT
OF MATERIALS


 


	MATERIAL
    NAME	 	DESCRIPTION
                                                                OF KEY
        

CHARACTERISTICS	 	COUNTRY
    OF 

ORIGIN
	Stevia seeds	 	Seeds derived from publicly available germplasm that were developed as a highly diverse genetic
    pool from which a breeding program for Stevia could be initiated.	 	Seed was originally purchased by Jim Brandle while at AAFC and this population was derived
    from it. Seed originally came with no restrictions on use.


 






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