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











Legend:


Certain parts of this document have not been disclosed and have been filed separately with the Secretary of the Securities and Exchange Commission, and are subject to a confidential treatment request pursuant to Rule 24b-2, promulgated by the
Commission under the Securities Exchange Act of 1934, as amended. These sections have been marked with asterisks (ie. “********”). For following information has been removed: 

	 		
Terms or Type of Term(s)		
Section:		
	
1.					
Terms regarding exclusivity of license and License Option					 Page 3 – Section 2(a)(i) and (ii) 			 

    Page 3 – Section 2(c)  

    Page 4 – Section 3(c)

     Page 5 – Section 3(e) 

      

    

	
2.		
Material compensation terms of the Licensing Agreement		
Exhibit C – Section (a)	and (b)



1 






INTELLECTUAL PROPERTY LICENSE AGREEMENT 

            This
Intellectual Property License Agreement (this “Agreement”) dated as of
May 14, 2016 (the “Effective Date”) is made by and between Lexaria
Bioscience Corp., a Nevada corporation with offices at 950, 1130 W. Pender
Street, Vancouver, British Columbia, V6E 4A4, Canada (“Licensor”), and
Nuka Enterprises, LLC, a Delaware limited liability company with offices
at 9690 Dallas St., Henderson, Colorado (“Licensee”). LICENSOR and
LICENSEE are sometimes referred to individually herein as a “Party” and
collectively as the “Parties”. 

RECITALS 

            WHEREAS,
LICENSEE is directly or indirectly through a Partner, as further defined in
section 1(a), engaged in the business of developing, manufacturing, and selling
marijuana-infused products pursuant to licenses issued by the State of Colorado
Department of Revenue Marijuana Enforcement Division (“MED”), pursuant to
regulations promulgated under C.R.S. § 12-43.4 -101 et seq, and the City
of Henderson, pursuant to regulations promulgated thereby; 

            WHEREAS,
LICENSOR owns and holds certain intellectual property and technology related to,
including but not limited to, the development, testing, and manufacturing
process for marijuana-infused products (“Technology”), which Technology
is more specifically described in Exhibit A and detailed batch records
and formulation calculation spreadsheets provided by email on March 23, 2016, by
LICENSOR to LICENSEE; 

            WHEREAS,
LICENSEE wishes to utilize the Technology from LICENSOR, and LICENSOR desires
for LICENSEE to utilize the Technology, to create, test, manufacture and sell
marijuana-infused consumable and/or topical products with or without the
addition of hemp or products using derivatives of either the marijuana or hemp
plants to create consumable and/or topical products that will always contain
some Tetrahydrocannabinol (THC) (“End Products”) subject to the terms and
conditions set forth herein. Such End Products shall only be distributed and/or
sold by LICENSEE or Partner as defined in Section 1.a below to the following
permitted locations (“Permitted Locations”): properly licensed medical
marijuana dispensaries, retail marijuana stores, and marijuana delivery services
that are in compliance with all local and state licensing requirements
applicable to the marijuana industry within the State of Colorado or in any
other state in which LICENSEE is permitted by this Agreement or an addendum to
the same to sell or distribute the End Products further, the End Products are
specifically prohibited from sale by LICENSEE to or through any pharmacies,
convenience stores, grocery stores, fitness clubs and other similar traditional
retail and wholesale locations. The End Products will be classified into Product
Lines (“Product Lines”) as further defined in Section 1. 

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

AGREEMENT 

	1. 	
      License of Technology. Subject to the terms and
      conditions of this Agreement, LICENSOR hereby grants to LICENSEE an
      exclusive and/or semi-exclusive (depending on the type of Product Line),
      non-transferable, non-sub-licensable license, for the Technology to
      develop, test, make, sell, offer for sale and distribute the End Products
      consisting of the Product Lines as identified in Exhibit B during
      the Term of this Agreement. LICENSOR has the right to
  update



1 




Exhibit A as necessary in
relation to the listed patent applications as may be required by the patent and
trademark offices during the course of prosecution. 

	 	a) 	
      Non-transferable: The license granted by this
      Section 1 may not be transferred or sublicensed by LICENSEE without
      LICENSOR’s written consent. However, LICENSEE has the right to name one
      (1) individual sublicense partner in each Territory (“Partner”) to
      facilitate its rights and obligations under this Agreement. LICENSEE shall
      designate in writing to LICENSOR the Partner for LICENSOR’s confirmation,
      which shall not be unreasonably withheld or delayed. Provided, however,
      that the Partner agrees in writing to all obligations of LICENSEE
      hereunder, including those relating to confidentiality and non-use
      regarding both Parties’ Confidential Information. In the event that
      LICENSEE performs one or more of its obligations under this Agreement
      through any such Partner, then LICENSEE shall at all times be responsible
      for the performance by such Partner of LICENSEE’s obligations hereunder,
      including, but not limited to, LICENSEE’S obligations under Sections 11,
      12 and 13.

	 	 	 
	 	b) 	
      Product Lines: The Parties agree to the meaning of
      “Product Lines” based on the following list of examples: all products that
      are generally recognized as “chocolates,” “chocolate bars,” “chocolate
      treats,” “chocolate truffles,” “caramels,” “chocolate caramels,” “caramel
      treats,” or primarily composed of a form of chocolate or cocoa even if
      meant for consumption as a chocolate-based beverage, shall constitute one
      product line (the “Chocolates Product Line”); all other beverage
      products constitute one product line (the “Beverage Product Line”);
      and all topical products constitute one product line (the “Topical
      Product Line”). The Parties agree that LICENSEE is not limited to
      production of the End Products as identified in Schedule B to this
      Agreement, but that LICENSEE may create, test, produce, and sell
      additional new End Products on a non-exclusive basis that are derived from
      or otherwise incorporate the Technology and such new End Products must
      always contain some Tetrahydrocannabinol (THC) with the caveat that all
      such additional End Products are only to be distributed and/or sold to
      Permitted Locations as defined in Section 1. Such new End Products are
      subject to Section 3(b) below.

	 	 	 
	 	c) 	
      Active Substances: Nothing in this Agreement
      infers applicability of the Technology by LICENSEE for enabling active
      substance incorporation and potentiation in LICENSEE’s End Products, other
      than derived from marijuana with or without hemp. LICENSEE is prohibited
      from developing, manufacturing or selling, whether directly or indirectly,
      including through its Partner, in each Territory, any Product Lines that
      are marketed as the following types of products: (i) a fat soluble vitamin
      product for vitamins A, D, E, and/or K, whether in their natural or
      synthetic forms; (ii) a Non-Steroidal Anti Inflammatory (NSAID) product
      including, but not limited to, acetaminophen, ibuprofen, acetylsalicylic
      acid, diclofenac, indomethacin, and piroxicam; or (iii) a nicotine
      product. LICENSEE is permitted to incorporate other active substances
      within their Product Lines and the Parties agree that the End Products as
      defined will always be marijuana-infused with or without the addition of
      hemp and will always contain some THC, and shall only be distributed
      and/or sold in the Permitted Locations; and the Parties further agree that
      any such End Products that incorporate active substances beyond those
      derived from marijuana and/or hemp shall still fall under one of the
      Product Line classifications as defined in Section 1 with all associated
      obligations by the LICENSEE; and the Parties further agree there is no
      requirement to pay more than one set of fees as described in Exhibit C
      regardless of whether more than a single active substance is utilized in
      any given product.




	2) 	
      Exclusivity and Semi-exclusivity Licenses and License
      Option. LICENSEE will have the following rights to produce and sell
      the End Products in the state of Colorado excluding any native lands
      therein (“Territory”) using the Technology licensed pursuant to
      this Agreement.



2 





	 	a) 	
      Chocolates Product Line:

	 	 	 	 
	 		i) 	
      ******** rights until ******** allowing LICENSEE
      ******** ability to launch the Chocolates Product Line to the Permitted
  Locations within the Territory; and

	 	 	 	 
	 		ii) 	
      ******** rights for the balance of the term of this
      Agreement as per Section 4. ******** under this Agreement means that
      LICENSOR will not permit more than three (3) such licenses at any time for
      the Chocolates Product Line utilizing its Technology to be granted within
      the Territory, including the license granted to LICENSEE, and its named
      Partner if so named as provided in Section 1(a), under this
  Agreement.




	 	b) 	
      Other Product Lines: LICENSEE will also
      have Semi-exclusive rights, as defined above in Section 2(a)(ii), for the
      term of this Agreement as per Section 4 to launch the other Product Lines
      within the Territory.

	 	 	 
	 	c) 	
      License Option: Furthermore, until
      ******** LICENSOR will reserve one license in each of these three named
      states – Washington, Oregon, and California excluding any native lands
      therein – for the benefit of LICENSEE (“License Option”), to be
      ******** in the case of the Chocolates Product Line and Non-exclusive in
      the case of the other Product Lines, to distribute and/or sell End
      Products into Permitted Locations as defined above. If and only at such
      time as LICENSEE sells or causes to sell directly or through its Partner,
      as described in Section 1(a) (“Exercise of License Option”), any
      End Products utilizing the Technology in any or all of these additional
      states, then LICENSEE does hereby agree to a license of the Technology for
      each state into which it has exercised the License Option that is
      identical to this Agreement, including that LICENSEE agrees to the
      identical fee structure and payment terms, for each individual state, as
      agreed to in this Agreement (“Subsequent License Agreement”). Each
      Subsequent License Agreement shall have a term of two (2) years from the
      date of signing the Subsequent Agreement, except in California where the
      two (2) year term of the Subsequent License Agreement in that state shall
      begin at a later date than the effective date of License Option in that
      state, with the ******** term beginning on the date that LICENSEE
      commences sale of the first End Product in that state or ********
      whichever is sooner. All such Subsequent License Agreements shall follow
      the same terms of this Agreement except with respect to the exclusivity
      benefits as described above. Subsequent License Agreements shall be
      considered “entered into by the parties” and effective by both parties
      executing a written addendum to this Agreement acknowledging that the
  parties have entered into any such Subsequent License Agreement.

	 	 	 
	 	d) 	
      LICENSOR’s Products: LICENSOR shall not be
      prohibited from (i) licensing or similar arrangements with respect to the
      Technology outside of the Territory, subject to the License Option set
      forth above; or (ii) licensing its Technology on the semi-exclusive basis
      provided for herein, at all times and in all locations, subject to the
      terms of this Agreement, including the exclusivity provisions and License
      Options. LICENSOR is expressly permitted to license its Technology on any
      basis it chooses, at any time, for producing and commercializing its own
      products, provided, however, that LICENSOR would be considered as one of
      the three (3) permitted licensees in any of the territories where LICENSEE
      retains semi-exclusive rights.

	 	 	 
	 	e) 	
      Severance Fee: LICENSEE may elect to end
      sales of a Product Line at its sole discretion with a severance fee
      (“Severance Fee”) set forth in Exhibit C. If LICENSEE elects
      to end sales of any Product Line, then any other licensing provision
      benefits with respect to that Product Line also end at that
  time.




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



3 




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

	 	 	 
	 	b) 	
      LICENSEE Intellectual Property: Any
      intellectual property resulting from LICENSEE’s work, know-how, or
      development that does not include or rely upon the Technology, Licensor IP
      or jointly owned intellectual property, as described in this Agreement,
      shall be owned by LICENSEE (“Licensee IP”).

	 	 	 
	 	c) 	
      Improvements:




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

	 	 	 
	 	ii) 	
      LICENSEE Improvements: Rights and title to improvements
      whether or not patentable, and any patent applications or patents based
      thereon, which directly relate to and are not severable from LICENSOR IP
      and which are improvements thereto by LICENSEE, its employees or its
      Partner, as defined by this Agreement, shall be owned by the LICENSEE
      (“Licensee Improvements”). In respect to such Licensee Improvements,
      LICENSOR grants LICENSEE a license to use the underlying intellectual
      property supporting any such improvement for the Term of this Agreement
      (including any renewal terms) and LICENSOR agrees to negotiate in good
      faith terms of license renewal after the end of the Term of this Agreement
      and any renewal terms per Section 4a. If LICENSEE develops any Licensee
      Improvements, LICENSEE will promptly provide LICENSOR with written notice
      of such Licensee Improvements. Following receipt of notice of such
      Licensee Improvements, LICENSOR shall have the ******** option during the
      Term of this Agreement (and any renewal terms) to purchase or license from
      LICENSEE the Licensee Improvements for LICENSOR’s use upon mutually
      agreeable terms and conditions that the parties shall negotiate in good
      faith. Nothing in this Agreement shall be interpreted to require LICENSEE
  to sell or license the Licensee Improvements to LICENSOR.

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

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



4 





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





	 	d) 	
      Inventions; Reporting:

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




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

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

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




	 	f) 	
      No Challenge. LICENSEE expressly
      acknowledges and agrees that all rights in and to the Technology shall
      remain vested in LICENSOR, and LICENSEE shall not assert any rights to the
      Technology except as otherwise provided in this Section 3.

	 	 	 	 
	 	g) 	
      Notice Requirements. To the extent
      required by applicable rules and regulations, including those of the MED
      related to packaging, LICENSEE agrees that it will include such patent
      notices and other proprietary notices on all End Products or related
      materials that contain any Technology as may be reasonably required by MED
      or other regulators in order to give appropriate notice of all
      intellectual property rights therein or pertaining thereto.

	 	 	 	 
	 	h) 	
      Quality Control.

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

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



5 




	 	i) 	
      Prosecution and Maintenance.
      LICENSOR shall be solely responsible for, and have control of,
      preparing, filing, prosecuting, obtaining, and maintaining the Technology
      (including Provisional Patent Applications and, if any, issued Patents).
      LICENSOR shall take such actions as it shall deem to be appropriate in its
      discretion in connection therewith, and shall pay all costs and expenses
      incurred by it in connection with the foregoing activities.

	 	 	 
	 	j) 	
      Infringement. If LICENSEE learns of
      any activity by a third party that might constitute an infringement of
      LICENSOR’s rights in any of the Technology, or if any third party asserts
      that LICENSEE’s use of the Technology constitutes unauthorized use or
      infringement, LICENSEE shall so notify LICENSOR.

	 	 	 
	 	k) 	
      Enforcement. LICENSOR has the right,
      but not the obligation, to enforce its rights against any third party
      infringement and to defend LICENSEE’s right to use the Technology. If
      LICENSOR prosecutes any alleged infringement of the Technology, or defends
      LICENSEE’s right to use the Technology, LICENSOR shall control such
      litigation and shall bear the expense of such actions. LICENSEE shall make
      all reasonable efforts to assist LICENSOR therewith, including joining
      such action as a party plaintiff or providing such evidence and expert
      assistance as LICENSEE may have within its control, with all costs for
      such cooperation to be borne by LICENSOR. LICENSOR shall retain the award
      of any damages in this case. If LICENSOR chooses to not enforce against an
      alleged infringement, LICENSEE may itself enforce LICENSOR’s rights (and
      its own rights as a Licensee) in the Technology, with all costs to be
      borne by LICENSEE. LICENSEE shall retain the award of any damages in this
      case.




	4) 	
      Term and Termination.

	 	 	 	 
		a) 	
      Term. This Agreement shall take effect upon
      signing by both Parties, and shall remain in effect for the shorter of
      either two (2) years; or, such circumstances as described in Section 4.c.
      After the conclusion of the initial Term, this Agreement may be renewed,
      by written agreement by both Parties, or renegotiated at the end of this
      Term to reflect the then-current economic conditions of the marketplace
      and the Parties. If LICENSOR abandons all patent applications or fails to
      exercise its right to file an application for the provisional patents,
      LICENSOR shall immediately notify LICENSEE. In the event of such actions
      by LICENSOR, and where LICENSOR fails to protect the Technology through
      some means other than a patent, LICENSEE shall retain the right to
      immediately terminate the Agreement.

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

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



6 





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




	 	c) 	
      This Agreement may be terminated by LICENSEE if LICENSOR
      allows abandonment or lapse of all pending patent applications listed in
      Exhibit A or if a judgment or decree is entered in any U.S. court
      proceeding holding any claim of any patent, upon which the licensed field
      of use of the Technology hereunder relies, invalid or unenforceable, which
      judgment or decree is not further reviewable by a superior
  tribunal.

	 	 	 
	 	d) 	
      Effect of Termination. Except as provided for in
      Section 5, LICENSEE’s payment obligations shall extinguish if this
      Agreement terminated. If the Agreement expires without any renewal
      thereof, and either LICENSOR has been granted patents for the Technology
      or has not received a final refusal of patent registration, then LICENSEE
      must cease and desist all utilization of the Technology. In any event,
      upon the natural future expiration of all pending and issued patents as
      applicable related to the Technology described herein, or at any time if
      the patents covering the Technology are finally refused by the U.S. Patent
      Office or if LICENSOR fails to protect the Technology, the License
      Agreement shall expire and LICENSEE shall have no further payment
      obligations to LICENSOR.




	5) 	
      Compensation and Payment.

	 	 	 
		a) 	
      In consideration for the license granted to LICENSEE
      under this Agreement, LICENSEE shall pay LICENSOR certain license fees set
      forth in Exhibit D (collectively, the “License Fee”). The
      License Fee for a period shall be paid by LICENSEE to LICENSOR no later
      than the first day of each calendar month during the Term, in U.S. funds,
      by check or wire transfer of immediately available funds pursuant to the
      bank account identified by LICENSOR in advance of such payment. If
      LICENSEE materially breaches this Agreement, LICENSEE shall remain
      responsible for any License Fee payments due through the end of the
      Quarter during which such breach occurs. LICENSEE’s failure to pay any
      portion of the applicable License Fees or any reimbursable expenses when
      due will be a material breach of this Agreement by LICENSEE. If any
      payment due to LICENSOR under this Agreement is not paid within thirty
      (30) days following such Party’s written demand therefore, then such
      payment shall bear interest at the rate of one and one-half percent (1.5%)
      per month from the date such payment was originally due.

	 	 	 
		b) 	
      LICENSOR agrees to promptly disclose to LICENSEE, for the
      term of this Agreement, the relevant terms of any subsequent agreements
      that LICENSOR enters into wherein the financial or exclusivity terms are
      more agreeable to any future licensee than they are to LICENSEE. Should
      LICENSOR enter into any subsequent agreement with any other licensee
      during the term of this Agreement that provides for financial or
      exclusivity terms are more agreeable to any such future licensee than they
      are to LICENSEE, then LICENSOR shall immediately reimburse the amount of
      any differing financial terms and amend this Agreement to contain the
      matching more favorable exclusivity terms, or if only one or the other is
      necessary, whichever is applicable.




	6) 	
      Obligations.

	 	 	 
		a) 	
      Obligations of LICENSEE. LICENSEE shall be solely
      responsible for all costs of producing the End Products, including raw
      materials and labor. LICENSEE acknowledges and agrees that it is solely
      responsible for (i) procurement of marijuana extraction machinery,
      marijuana, marijuana oils, hemp, hemp oils, and other raw materials; (ii)
      compliance with all state and local laws relating to production and sale
      of marijuana products; and (iii) procurement and maintenance
  of all required licensing and permits and/or operating
      authorities, including proper zoning of production and distribution
  facilities.



7 





	 	b) 	
      Obligations of
LICENSOR.





	 	i) 	
      Upon execution of this Agreement, LICENSOR shall make the
      Technology and any additional documents or materials not yet provided as
      described in Section 1 otherwise necessary to effectuate the license of
      the Technology contemplated herein available for LICENSEE.

	 	 	 
	 	ii) 	
      LICENSOR shall provide LICENSEE with support in
      connection with LICENSEE's use of the Technology during the term of this
      Agreement, with reasonable travel expenses paid for by LICENSEE. Any such
      travel expenses must be approved in advance by LICENSEE. LICENSOR shall
      not charge any management or professional hourly or daily fee for such
      support.




	7) 	
      Representations and Warranties.

	 	 	 
		a) 	
      Representations and Warranties of LICENSEE.
      LICENSEE represents and warrants to LICENSOR as follows: (i) LICENSEE
      is a limited liability company duly organized and in good standing under
      the laws of the State of Delaware; (ii) the execution, delivery and
      performance of this Agreement by LICENSEE has been duly authorized by all
      necessary action on the part of LICENSEE’s managers and/or members and
      does not violate, conflict with, or require the consent or approval of any
      third party pursuant to, any contract or legally binding obligation to
      which LICENSEE is subject; (iii) this Agreement constitutes the valid and
      binding obligation of LICENSEE enforceable against LICENSEE in accordance
      with its terms; and (iv) LICENSEE possesses all required licenses, permits
      or operating authorities necessary for its operations and the manufacture
      and sale of the End Products as marijuana products and is in compliance
      with all applicable state and local laws and regulations.

	 	 	 
		b) 	
      Representations and Warranties of LICENSOR.
      LICENSOR represents and warrants to LICENSEE as follows: (i) LICENSOR
      is a corporation duly organized and in good standing under the laws of the
      State of Nevada; (ii) the execution, delivery and performance of this
      Agreement by LICENSOR has been duly authorized by all necessary action on
      the part of LICENSOR’s directors and officers and does not violate,
      conflict with, or require the consent or approval of any third party
      pursuant to, any state or local law or regulation applicable to LICENSOR
      or any contract or legally binding obligation to which LICENSOR is
      subject; (iii) this Agreement constitutes the valid and binding obligation
      of LICENSOR enforceable against LICENSOR in accordance with its terms; and
      (iv) the Technology and Licensed Patents do not infringe any third-party
      rights.




	8) 	
      Confidentiality. In addition to the
      Confidentiality Agreement entered into by the Parties on September 8,
      2016, at all times during the term of this Agreement (including any
      renewal term) and thereafter, LICENSEE will not use or disclose and will
      otherwise keep confidential any trade secrets or proprietary information,
      including, but not limited to the Technology and other intellectual
      property of LICENSOR (collectively, the “Confidential Information”)
      except to the extent required to perform its obligations under this
      Agreement. Without limitation of the foregoing, LICENSEE will hold the
      Confidential Information in confidence and will (a) exercise the same
      degree of care, but no less than a reasonable degree of care, to prevent
      its disclosure as LICENSEE would take to safeguard its own confidential or
      proprietary information, and (b) limit disclosure of Confidential
      Information, including any notes, extracts, analyses or materials that
      would disclose Confidential Information, solely to those of its employees
      who need to know the information for purposes of performing its obligations under this
Agreement and who agree to keep such information confidential. Upon termination
of this Agreement, LICENSEE shall immediately return all Confidential
Information to LICENSOR and LICENSOR shall have the right to conduct an on-site
audit of the LICENSEE within three (3) business days of termination to ensure
compliance with the terms of this Agreement, at LICENSOR’S expense.



8 




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

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




	9) 	
      Injunctive Relief. The Parties agree that any
      breach of this Agreement by LICENSEE shall cause LICENSOR immeasurable and
      irreparable harm and LICENSOR shall be entitled to seek immediate
      injunctive relief from any court of competent jurisdiction, in addition to
      any other remedies that LICENSOR may have at law or in equity.

	 	 
	10) 	
      Indemnification.




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

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




	11) 	
      Limitation of Liability. EXCEPT TO THE EXTENT
      OTHERWISE EXPRESSLY AGREED TO IN THIS AGREEMENT, NEITHER PARTY SHALL BE
      LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR FOR ANY DIRECT, INDIRECT, INCIDENTAL,
      CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH
      THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, HOWEVER
      CAUSED, UNDER ANY THEORY OF LIABILITY. THE FOREGOING SHALL NOT LIMIT
      LICENSEE’S LIABILITY FOR UNAUTHORIZED USE BY LICENSEE OF LICENSOR’S
  TECHNOLOGY.



9 





	12) 	
      No Warranties. OTHER THAN THE EXPRESS WARRANTIES
      PROVIDED HEREIN, LICENSOR MAKES NO EXPRESS WARRANTIES OF MERCHANTABILITY
      OR FITNESS OR EFFICACY FOR A PARTICULAR PURPOSE OF THE TECHNOLOGY AND/OR
      ANY END PRODUCTS PRODUCED FROM SAID TECHNOLOGY AND SHALL NOT BE HELD
      LIABLE FOR PROFITABILITY OF TECHNOLOGY AND/OR END PRODUCTS OR HELD LIABLE
      UNDER ANY OTHER THEORY OF LIABILITY.

	 	 
	13) 	
      Insurance. For the period of time required to
      cover its obligations hereunder, each Party will maintain third party
      provided insurance in types and amounts customary for the type of business
      it conducts, and in any event reasonably adequate to cover any liabilities
      arising out of its obligations hereunder. Further, LICENSEE will
      maintain product liability insurance reasonably adequate to cover any
      liabilities arising out of the sale and distribution of End Products. Upon
      a Party’s request, the other Party will provide to the requesting Party a
      certificate of insurance showing that such insurance is in place, which
      certificate shall demonstrate the amounts, exclusions and deductibles of
      such insurance coverage. Each Party shall notify the other Party in
      writing no less than thirty (30) days prior to the cancellation,
      termination or modification of the insurance coverage(s) described in the
      notifying Party’s insurance certificate(s). Nothing in this Section shall
      in any way be construed to limit the liability of a Party under this
      Agreement.

	 	 
	14) 	
      Compliance with Laws. In connection with this
      Agreement, LICENSEE agrees to comply with all applicable laws, statutes
      and ordinances of any governmental authority, including, but not limited
      to, the MED and the City of Henderson, that may be applicable to LICENSEE,
      its activities under this Agreement or the End Products.

	 	 
	15) 	
      Conformance with Regulations. The Parties
      acknowledge and agree that this Agreement, and the licensing of the
      Technology, is neither intended to convey any ownership interest in
      LICENSEE to LICENSOR nor grant LICENSOR any control over LICENSEE. In the
      event that the MED indicates otherwise with regards to this Agreement or
      any portion thereof, then the Parties shall promptly negotiate in good
      faith for a period of forty-five (45) days to modify this Agreement in
      order to conform with any guidance proffered by the MED. In the event the
      Parties cannot reach an agreement within forty-five (45) days’ notice by
      the MED or the City that this Agreement must be reformed, this Agreement
      shall terminate pursuant to Section 5 above, and the Parties shall
      thereafter have no further obligation to each other hereunder.

	 	 
	16) 	
      Employees; Agents; Representatives. Employees,
      agents and/or representatives, if any, of either Party, including
      LICENSEE’s Partner, who perform services for either Party pursuant to this
      Agreement shall also be bound by the provisions of this
  Agreement.

	 	 
	17) 	
      Relationship of Parties. The legal relationship of
      the Parties is exclusively that of licensor and licensee and no
      employer-employee, principal-agent, partnership, franchise, agency, joint
      venture or other legal relationship is created by this Agreement. Neither
      Party shall have the authority to enter into any contracts on behalf of
      the other Party.



10 





	18) 	
      Successors; Assignment; Binding Agreement. Except
      as otherwise provided in this Agreement, LICENSEE may not assign or
      transfer its rights or delegate its obligations under this Agreement
      without LICENSOR’S prior written consent. LICENSOR may freely assign this
      Agreement or any rights under this Agreement, or delegate any duties under
      this Agreement without LICENSEE’s consent. This Agreement inures to the
      benefit of, and shall be binding upon, the successors and assigns of the
      parties to this Agreement. This Agreement and all of its provisions and
      conditions are for the sole and exclusive benefit of the Parties and their
      respective successors and permitted assigns.

	 	 
	19) 	
      Modifications and Waivers. This Agreement may be
      amended only by a written agreement signed by both Parties. With regard to
      any power, remedy or right provided in this Agreement, no waiver or
      extension of time shall be effective unless expressly contained in a
      writing signed by the waiving Party, no alteration, modification or
      impairment shall be implied by reason of any previous waiver, extension of
      time, delay or omission in exercise or other indulgence, and waiver by any
      Party of the time for performance of any act or condition hereunder does
      not constitute a waiver of the act or condition itself.

	 	 
	20) 	
      Notice. Except as otherwise provided in this
      Agreement, notices required to be given pursuant to this Agreement shall
      be effective when received, and shall be sufficient if given in writing,
      hand- delivered, sent by facsimile with confirmation of receipt, sent by
      First Class Mail, return receipt requested (for all types of
      correspondence), postage prepaid, or sent by overnight courier service and
      addressed as set forth below, or as amended by either Party, respectively,
      from time to time:



If to LICENSEE: 
Nuka Enterprises,
LLC 
9690 Dallas Street 
Henderson, Colorado 80640 
Attn: Peter Barsoom



If to LICENSOR: 
Lexaria Bioscience
Corp.
950, 1130 W. Pender Street 
Vancouver, British Columbia 
V6E 4A4

Canada 
Attn: Chris Bunka 


No objection may be made to the manner
of delivery of any notice or other communication in writing actually received by
a Party. 

	21) 	
      Entire Agreement. This Agreement, including the
      attached exhibits, constitutes the entire agreement of the Parties hereto
      relating to the subject matter hereof and there are no written or oral
      terms or representations made by either Party other than those contained
      herein.

	 	 
	22) 	
      Publicity. Without the prior written consent of
      the other Party, neither Party shall disclose the terms and conditions of
      this Agreement, except disclosure may be made as is reasonably necessary
      to the disclosing Party's bankers, attorneys, or accountants or except as
      may be required by law. The Parties understand and agree that LICENSOR may
      be compelled by Federal or State regulators to publicly disclose the
      signing of said License Agreement naming both Parties. If LICENSOR is
      compelled by Federal or State regulators to publicly disclose the signing
      of said License Agreement, LICENSOR will share its planned announcement
      with LICENSEE beforehand for LICENSEE’s review and approval, not to be
      unreasonably withheld or delayed, and it will also ensure that no
      compromise of the LICENSEE’s existing secret processes or intellectual
      property, nor of LICENSEE`S personal or private information occurs through
  this announcement.



11 





	23) 	
      Expenses. Each Party to this Agreement shall bear
      all of its own expenses in connection with the execution, delivery and
      performance of this Agreement and the transactions contemplated hereby,
      including without limitation all fees and expenses of its agents,
      representatives, counsel and accountants.

	 	 
	24) 	
      Governing Law; Jurisdiction. The validity,
      interpretation, construction, performance and enforcement of this
      Agreement shall be governed by the laws of the State of Colorado,
      regardless of the choice of law provisions of Colorado or any other
      jurisdiction.

	 	 
	25) 	
      Dispute Resolution.





	 	a) 	
      Mandatory Procedures. The Parties agree that any
      dispute arising out of or relating to this Agreement shall be resolved
      solely by means of the procedures set forth in this Section and that such
      procedures constitute legally binding obligations that are an essential
      provision of this Agreement. If either Party fails to observe the
      procedures of this Section, as may be modified by their written agreement,
      the other Party may bring an action for specific performance of these
      procedures in any court in the State of Colorado.

	 	 	 
	 	b) 	
      Equitable Remedies. Although the procedures
      specified in this Section are the sole and exclusive procedures for the
      resolution of disputes arising out of or relating to this Agreement,
      either Party may seek a preliminary injunction or other provisional
      equitable relief if, in its reasonable judgment, such action is necessary
      to avoid irreparable harm to itself or to preserve its rights under this
      Agreement.

	 	 	 
	 	c) 	
      Dispute Resolution
Procedures.




	 	i) 	
      Mediation. In the event any dispute arising out of
      or relating to this Agreement remains unresolved within sixty (60) days
      from the date the affected party informed the other party of such dispute,
      either party may initiate mediation upon written notice to the other party
      (“Notice Date”), whereupon both parties shall be obligated to engage in a
      mediation proceeding under the then current Center for Public Resources
      (“CPR”) Model Procedure for Mediation of Business Disputes
      (www.cpradr.org), except that specific provisions of this Article shall
      override inconsistent provisions of the CPR Model Procedure. The mediator
      will be selected from the CPR Panels of Neutrals. If the parties cannot
      agree upon the selection of a mediator within fifteen (15) business days
      after the Notice Date, then upon the request of either party, the CPR
      shall appoint the mediator. The parties shall attempt to resolve the
      dispute through mediation until the first of the following occurs: (i) the
      parties reach a written settlement, (ii) the mediator notifies the parties
      in writing that they have reached an impasse, (iii) the parties agree in
      writing that they have reached an impasse, or (iv) the parties have not
      reached a settlement within sixty (60) days after the Notice
  Date.

	 	 	 
	 	ii) 	
      If the Parties fail to resolve the dispute through
      mediation, or if neither Party elects to initiate mediation, each Party
      shall have the right to pursue any other remedies legally available to
      resolve the dispute.




	 	d) 	
      Performance to Continue. Each Party shall continue
      to perform its undisputed obligations under this Agreement pending final
      resolution of any dispute arising out of or relating to this Agreement;
      provided, however, that a Party may suspend performance of its undisputed
      obligations during any period in which the other Party fails or refuses to
      perform its undisputed obligations. Nothing in this Section is intended to
      relieve LICENSEE from its obligation to make undisputed payments pursuant
  to Section 5 of this Agreement.



12 





	 	e) 	
      Statute of Limitations. The Parties agree that all
      applicable statutes of limitation and time-based defenses (such as
      estoppel and laches) shall be tolled while the procedures set forth in
      this Section are pending. The Parties shall cooperate in taking any
      actions necessary to achieve this result.





	26) 	
      Attorneys’ Fees. In the event of any dispute
      between the parties arising out of this Agreement, the prevailing Party
      shall be entitled, in addition to any other rights and remedies it may
      have, to recover its reasonable attorneys’ fees and costs.

	 	 
	27) 	
      No Interpretation Against Drafter. Each Party
      participated in the negotiation and drafting of this Agreement, assisted
      by such legal and tax counsel as it desired, and contributed to its
      revisions. Any ambiguities with respect to any provision of this Agreement
      will be construed fairly as to all Parties and not in favor of or against
      any Party. All pronouns and any variation thereof will be construed to
      refer to such gender and number as the identity of the subject may
      require. The terms “include” and “including” indicate examples of a
      predicate word or clause and not a limitation on that word or
    clause.

	 	 
	28) 	
      Headings. The headings of Sections are provided
      for convenience only and will not affect the construction or
      interpretation of this Agreement.

	 	 
	29) 	
      Force Majeure. Neither Party shall be liable for
      any delay or failure to perform its obligations in this Agreement if such
      delay or failure to perform is due to any cause or condition reasonably
      beyond that Party’s control, including, but not limited to, acts of God,
      war, government intervention, riot, embargoes, acts of civil or military
      authorities, earthquakes, fire, flood, accident, strikes, inability to
      secure transportation, facilities, fuel, energy, labor or
  materials.

	 	 
	30) 	
      Survival. In addition to LICENSEE’s obligation to
      pay LICENSOR all amounts due hereunder, the Parties obligations under this
      Agreement shall survive expiration or termination of the Agreement only as
      expressly provided herein

	 	 
	31) 	
      Invalidity. The invalidity or unenforceability of
      any term or terms of this Agreement shall not invalidate, make
      unenforceable or otherwise affect any other term of this Agreement which
      shall remain in full force and effect.

	 	 
	32) 	
      Severability. If any terms or provisions of this
      Agreement shall be found to be illegal or unenforceable, notwithstanding,
      this Agreement shall remain in full force and effect and such terms or
      provisions shall be deemed stricken.

	 	 
	33) 	
      Further Assurances. Upon a Party’s reasonable
      request, the other Party shall, at requester’s sole cost and expense,
      execute and deliver all further documents and instruments, and take all
      further acts, as are reasonably necessary to give full effect to this
      Agreement.

	 	 
	34) 	
      Counterparts. The Parties may execute this
      Agreement in multiple counterparts, each of which will constitute an
      original and all of which, when taken together, will constitute one and
      the same agreement.



13 




      
     NOW, THEREFORE, in consideration of the premises
and the mutual promises and conditions hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, do hereby agree as
follows: 

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

	“LICENSOR” 	“LICENSEE” 
	LEXARIA BIOSCIENCE CORP. 	NUKA ENTERPRISES, LLC 
	  	  
	  	  
	  	  
	  	  
	By:   ________________________________________	By:  
      ________________________________________
	         John Docherty, President
    	         Peter
      Barsoom, CEO 
	  	  
	  	  
	  	  
	By:   ________________________________________	  
	         Chris Bunka, CEO 	  


14 





EXHIBIT A 

TECHNOLOGY 

The Technology consists of (1) the following five (5) U.S.
Provisional Patent Applications and one (1) PCT International Patent
Application; and (2) all technical know-how and trade secrets in regard to such
named patents, including the use, manufacture or formulation thereof, that is
owned or controlled by LICENSOR as of the Effective Date of this Agreement, as
well as any future continuations, continuations in part or divisional
applications filed pursuant to the five U.S. and one International Patent
Applications. (the “Licensed Patents”): 

U.S. Provisional Patent Application No. 62/010,601, filed June
11, 2014. 

U.S. Provisional Patent Application No. 62/037,706, filed
August 15, 2014. 

U.S. Provisional Patent Application No. 62/153,835, filed April
28, 2015. 

U.S. Provisional Patent Application No. 62/161,324, filed May
14, 2015. 

U.S. Utility Patent Application No. 14/735,844, filed June 10,
2015. 

PCT International Patent Application No. PCT/US15/35128, filed
June 10, 2015. 

15 




EXHIBIT B 

END PRODUCTS 


	
      Product Line Name 
	
      Product Line Description 

	
      Chocolates 
	
      Any product generally recognized as “chocolates,”
      “chocolate bars,” “chocolate truffles,” or “chocolate treats,” “caramels,”
      “chocolate caramels,” “caramel treats” or primarily composed of a form of
      chocolate or cocoa even if meant for consumption as a chocolate-based
      beverage that is infused with marijuana oil with or without hemp oil or an
      oil or concentrate made from marijuana or hemp derivatives, that will
      always contain some Tetrahydrocannabinol (THC) and will only be
      sold in the Permitted Locations. 

	
      Beverages 
	
      Any product sold in the form as a liquid for consumption
      by way of drinking that is infused with marijuana oil with or without hemp
      oil or an oil or concentrate made from marijuana or hemp derivatives that
      will always contain some Tetrahydrocannabinol (THC) and will only
      be sold in the Permitted Locations. 

	
      Topicals 
	
      Any product sold in the form as a salve, ointment, cream
      or lotion for external skin application that is infused with marijuana oil
      with or without hemp oil or an oil or concentrate made from marijuana or
      hemp derivatives, that will always contain some Tetrahydrocannabinol (THC)
      and will only be sold in the Permitted Locations.





16 




EXHIBIT C 

LICENSE FEE 

Upon execution of this Agreement, LICENSEE shall pay to
LICENSOR the License Fee as set forth below. The License Fee shall be paid in
accordance with Section 5 of this Agreement. 

	 	(a) 	
      Territory License Fee. LICENSEE agrees to
      pay to LICENSOR a signing and exclusivity and/or semi-exclusivity
      (depending on the Product Lines implemented) license fee of ********
      (“Territory License Fee”). The Territory License Fee shall be paid
      as follows: ******** upon execution of the relevant addendum and
      subsequent payments of ******** every three months thereafter until the
      entire ******** has been paid in full. If LICENSEE exercises a License
      Option pursuant to Section 2c for additional territories, LICENSEE agrees
  to pay a Territory License Fee for each additional territory.

	 	 	 
	 	(b) 	
      Usage License Fee. For each Product Line in
      the Territory, only for the period of time a Product Line is actively
      being sold, LICENSEE agrees to pay to LICENSOR a usage license fee of a
      total of ******** (the “Usage License Fee”) in eight (8) payments
      according to the schedule provided below in this Section. If LICENSEE
      exercises a License Option pursuant to Section 2c for additional
      territories, LICENSEE agrees to pay a Usage License Fee for each Product
  Line within each additional territory.




	 	(i) 	
      For Chocolates Product Line: LICENSEE will
      agree to pay to LICENSOR a Usage License Fee of a total of ******** upon
      entering into this Agreement, as an ongoing quarterly fee payable as
      follows: ******** at the end of Quarter 1, with Quarter 1 to begin upon
      the sale of the first End Product, expected to be Chocolates, by LICENSEE
      and all subsequent Quarters to be measured from this Quarter 1, with the
      end of Quarter 1, in any event, being no greater than 120 days from the
      effective date of the license (except in California where the end of
      Quarter 1, in any event, shall be no greater than 455 days from the
      effective date of the license); ******** at the end of Quarter 2;
      ******** at the end of Quarter 3; ******** at the end of Quarter 4;
      ******** at the end of Quarter 5; ******** at the end of Quarter 6;
      ******** at the end of Quarter 7; and, ******** at the end of Quarter 8,
      with the understanding that if any of these quarterly payments are still
      remaining to be paid at the end of the two year Term of this Agreement
      they are due in full at that time, unless otherwise cancelled under
      Section 4.b. or 4.c. of this Agreement. This Usage License Fee schedule
      shall repeat for whichever Product Line LICENSEE launches first in each
      additional Territory upon LICENSEE exercising its option to enter each
  Territory as per Section 2;



17 





	 	(ii) 	
      For All Other Product Lines: Sixty (60)
      days after the first sale of the first product, LICENSEE shall make a
      payment of ******** to LICENSOR (the “Initial Payment”). Starting
      from the date of the Initial Payment, LICENSEE shall pay LICENSOR the
      following payments every three months with the first of these payments to
      occur on the last day of the third month after the Initial Payment:
  ********.




	 	(c) 	
      Severance Fee, if applicable. A Usage
      License Fee shall be paid for each Product Line that is then in production
      and being sold, unless otherwise agreed to by the Parties. As provided for
      in Section 2(e), LICENSEE may elect to end sales of a Product Line at its
      sole discretion with a severance fee (“Severance Fee”) immediately
      then due which is the next one (1) quarterly scheduled payment, but all
      other Usage License Fees are waived. If LICENSEE elects to end sales of
      any Product Line, then any other licensing provision benefits with that
      Product Line also end at that time.



18