Lexaria Bioscience Corp.: Exhibit 10.12 - Filed by newsfilecorp.com






INTELLECTUAL PROPERTY LICENSE AGREEMENT 

This Intellectual Property
License Agreement (this “Agreement”) dated as of September 3, 2016 (the
“Effective Date”) is made by and between Lexaria Bioscience Corp., a
Nevada corporation with offices at 156 Valleyview Road, Kelowna, British
Columbia, V1X 3M4, Canada (“Licensor”), and Timeless Herbal Care Limited
a Jamaican company with offices at 30 Dominica Drive, Suite 31A, New Kingston
Business Centre, Kingston 5 Jamaica (“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 consumer herbal supplement
products and is or will be legally authorized by government regulators in any
jurisdiction in which it operates; and 

WHEREAS, LICENSOR owns and holds
certain intellectual property and technology related to, including but not
limited to, the development, testing, and manufacturing process for cannabinoid,
vitamin, NSAID and nicotine-infused products (“Technology”), which
Technology is more specifically described in Exhibit A and will be
detailed in batch records and/or formulation calculations to be mutually
produced under the direction of LICENSOR concerning the application of the
Technology for use by LICENSEE when LICENSEE conducts formulation and product
experimentation using the Technology; and 

WHEREAS, LICENSEE waives all rights
and claims to the appropriateness of the Technology for its purposes, whatever
they may be, since LICENSEE has waived all requirement to examine or perform any
scientific testing, studies, evaluation or experimentation with the Technology
for its due diligence purposes prior to entering this Agreement; and 

WHEREAS, LICENSEE wishes to utilize
the Technology from LICENSOR, and LICENSOR desires for LICENSEE to utilize the
Technology, to create, test, manufacture and sell not-psychoactive cannabinoid
and herbal-infused consumable and/or topical products with hemp or products
using derivatives of hemp plants to create consumable and/or topical products
that will never contain more than 0.29% Tetrahydrocannabinol (THC), or a maximum
up to the legally allowed and locally defined jurisdiction limit for the
percentage of THC for a product not to be considered psychoactive,, (“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”): 

FIRST, within the nation of Jamaica
whether in retail locations, direct to consumer, Jamaican licensed marijuana
locations or otherwise as permitted by law; and 

SECOND, in properly licensed medical
marijuana dispensaries, retail marijuana stores, general retail stores, and
marijuana delivery services that are in compliance with all local and state
licensing requirements applicable to the marijuana industry within any state of
the United States of America (the "USA") in any non-Indian Reservation
jurisdiction in the United States, subject to the provisions in the
following sentence. Either Party may sell the End Products to or through any
pharmacies, convenience stores, grocery stores, fitness clubs and other
similar traditional retail and wholesale locations including multi-level
marketing (“Retailers”) within the USA, provided that (i) in the event
that a Party secures a meeting with a decision maker with respect to the sale of
any of the End Products at a Retailer and provides written notice to the other
Party identifying the decision maker and Retailer, the other Party will not
contact that Retailer about the sale of any of the End Products for a period of
nine (9) months from the date of receipt of that written notice; and (ii) in the
event that a Party (the “Selling Party”) secures the right to sell any of the
End Products at or through a Retailer, the other Party will not contact that
Retailer about the sale of any of the End Products without the written consent
of the Selling Party; and 




THIRD, within the nation of Canada
  whether in retail locations, direct to consumer, Canadian licensed marijuana
location or otherwise as permitted by law; and 

FOURTH, in any other location in which
LICENSEE is permitted by a mutually agreed upon addendum to this Agreement to
sell or distribute the End Products further. The End Products are classified
into Product Lines (“Product Lines”) as further defined in Section 1; and


WHEREAS such End Products shall
under no circumstances imitate or duplicate the composition and design of
Lexaria's line of hemp/CBD fortified protein-energy bars, teas, coffee, hot
chocolate or ginseng/ginkgo/CBD supplements. 

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

LICENSE AGREEMENT 

	1) 	
      License of Technology. Subject to the terms and
      conditions of this Agreement, LICENSOR hereby grants to LICENSEE a
      semi-exclusive, 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 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 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 that are derived from or otherwise
      incorporate the Technology under the semi-exclusivity terms of this
      Agreement, and such new End Products will never contain more than the
      legally allowed and locally defined jurisdiction limit for the percentage
      of THC for a product not to be considered psychoactive (the “Local THC
      Limit”) with the caveat that all such additional End Products are only to
      be distributed and/or sold to Permitted Locations as defined within this Agreement. Such new
End Products are subject to all terms of this Agreement. The Parties agree that
Licensee is not limited to production of the End Products as identified in
Schedule One to this Agreement but that Licensee may create, test, produce, and
sell additional new End Products that include the Technology with the caveat
that End Products may be assessed additional licensing fees if they do not fall
within an existing product line previously licensed. The parties shall agree to
the meaning of “Product Lines” based on the following list of examples:
all products that are generally recognized as orally absorbed products like
“mouth sprays” “chewing gum” etc., shall constitute one product line (the
“Orally Absorbed Product Line”); 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 shall constitute one product line (the
“Chocolates Product Line”); all products that are not Chocolates but are
generally recognized as “candies,” gummy and jell,” “suckers,” “hard or rock
candies,” “jelly beans,” or primarily composed of sugars shall constitute one
product line (the “Candies Product Line”); all products that are
generally recognized as sauces, dip, creams, spreadables and other similar
formulation shall constitute one product line (the “Sauces Product
Line”); all tablet, pills, capsules, gel-caps and other similar formulations
shall constitute one product line (the “Capsules Product Line”), and all
other non-beverage, ingestible products such as baked goods, honey sticks,
powders, cereals, culinary products, or otherwise that is chewed and/or
swallowed as is or in reconstituted liquid form and primarily absorbed via the
gastro-intestinal system shall constitute one product line (the “Other
Edibles Product Line”); all beverage products shall constitute one product
line (the “Beverage Product Line”). The End Products may not be sold
under more than one brand per Product Line per Territory. Creation of more than
a single brand per Product Line per Territory by the Licensee will require
additional separate license agreement(s). 








	 	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 hemp as an ingredient comprising not less than 10% of
      the active ingredients in the End Product. 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 WITHOUT the incorporation
      of hemp: (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 hemp-infused and will always
      contain less than the Local THC Limit 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 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) 	
      Jamaican Semi-exclusivity and License.
      LICENSEE will have the following rights to produce and sell the End
      Products in the nation of Jamaica (“Jamaican
      Territory”) using the Technology licensed pursuant to this
      Agreement.








	 	a) 	
      All Product Lines: Semi exclusive rights
      during the term of this Agreement, allowing LICENSEE the ability to launch
      the Product Lines to the Jamaican Territory including direct to consumer
      via the internet to residents of Jamaica. Semi-exclusive under this
      Agreement means that LICENSOR will not grant a license to utilize the
      Technology within the Jamaican Territory to any third party other than
      LICENSEE, and LICENSEE’s named Partner if so named as provided in Section
      1(a), under this Agreement. LICENSEE shall generate a minimum of two
      million United States dollars (US $2,000,000) per year in gross sales (the
      “Jamaican Volume Minimum”), beginning the third year of this Agreement. In
      the event that LICENSEE fails to meet the Jamaican Volume Minimum in any
      year, beginning the third year of this Agreement, LICENSOR will have the
      option, exercisable by written notice to LICENSEE, to grant a license to
      utilize the Technology in the Jamaican Territory to a maximum of two (2)
      additional third parties. LICENSOR retains its own rights to utilize the
      Technology for its own products within the Jamaican Territory.

	 	 	 
	 	b) 	
      LICENSOR’s Products: LICENSOR shall not be
      prohibited from licensing or similar arrangements with respect to the
      Technology outside of the Jamaican Territory, subject to the Licensee’s
      option to license in Canada and the USA set forth within this Agreement.
      LICENSOR is expressly permitted to license its Technology on any basis it
      chooses, at any time, for producing and commercializing its own products,
      subject to the provisions of Subsection 2a.

	 	 	 
	 	c) 	
      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) 	
      USA Semi-exclusivity and License Option.
      LICENSEE will have the following rights to produce and sell the End
      Products in the nation of the USA (“USA Territory”)
      using the Technology licensed pursuant to this
Agreement.




	 	a) 	
      All Product Lines: Semi exclusive rights
      during the term of this Agreement, allowing LICENSEE the ability to launch
      the Product Lines to the USA Territory in properly licensed medical
      marijuana dispensaries, retail marijuana stores, Retailers, subject to the
      provisions listed above in the Recitals, and marijuana delivery services
      that are in compliance with all local and state licensing requirements
      applicable to the marijuana industry, and direct to consumer sales via
      internet within any state of the USA to residents of USA. Semi-exclusive
      under this Agreement means that LICENSOR will not permit more than four
      (4) such national licenses at any time for the Product Lines utilizing its
      Technology to be granted within the Territory, but excluding additional
      state licenses, including the license granted to LICENSEE, and its named
      Partner if so named as provided in Section 1(a), under this
    Agreement.

	 	 	 
	 	b) 	
      LICENSOR’s Products: LICENSOR shall not be
      prohibited from (i) licensing or similar arrangements with respect to the
      Technology outside of the USA 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 four (4) permitted licensees in the USA Territory where LICENSEE
      retains semi-exclusive rights.








	 	c) 	
      Territory Option. To exercise the option to
      receive a license for the USA Territory as provided in this Agreement,
      LICENSEE will provide LICENSOR with written notice and comply with the
      terms of this Agreement, including without limitation this Section 3,
      Section 7 and Exhibit C. LICENSEE will be under no obligation for any fees
      related to a license for the USA Territory, unless and until LICENSEE
      exercises its option pursuant to this Subsection 3c.

	 	 	 
	 	d) 	
      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.




	4) 	
      Canada Semi-exclusivity and License Option.
      LICENSEE will have the following rights to produce and sell the End
      Products in the nation of the Canada (“Canada
      Territory”) using the Technology licensed pursuant to this
      Agreement.




	 	a) 	
      All Product Lines: Semi exclusive rights
      during the term of this Agreement, allowing LICENSEE the ability to launch
      the Product Lines to the Canada Territory by any distribution method that
      is in compliance with all applicable local and federal licensing
      requirements and direct to consumer sales via internet to residents of
      Canada. Semi-exclusive under this Agreement means that LICENSOR will not
      permit more than four (4) such national licenses at any time for the
      Product Lines utilizing its Technology to be granted within the Territory,
      but excluding additional province licenses, including the license granted
      to LICENSEE, and its named Partner if so named as provided in Section
      1(a), under this Agreement.

	 	 	 
	 	b) 	
      LICENSOR’s Products: LICENSOR shall not be
      prohibited from (i) licensing or similar arrangements with respect to the
      Technology outside of the Canada 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 four (4) permitted licensees in the Canada Territory where
      LICENSEE retains semi-exclusive rights.

	 	 	 
	 	c) 	
      Territory Option. To exercise the option to
      receive a license for the Canada Territory as provided in this Agreement,
      LICENSEE will provide LICENSOR with written notice and comply with the
      terms of this Agreement, including without limitation this Section 4,
      Section 7 and Exhibit C. LICENSEE will be under no obligation for any fees
      related to a license for the Canada Territory, unless and until LICENSEE
      exercises its option pursuant to this Subsection 4c.

	 	 	 
	 	d) 	
      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.








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



	 	a) 	
      LICENSOR Intellectual Property: LICENSOR
      retains full, absolute, and complete rights to all processes covered or
      described in all of its patent applications filed prior to the date of
      this Agreement, and/or any future applications, continuations,
      continuations in part or divisional applications filed thereto, including
      but not limited to the US Provisional patent applications, US Utility
      patent application, Jamaican patent applications, 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 LICENSOR
      (“Licensee Improvements”). In respect to such Licensee
      Improvements, LICENSOR grants LICENSEE a license to use the Licensee
      Improvements 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 this Agreement. If LICENSEE develops
      any Licensee Improvements, LICENSEE will promptly provide LICENSOR with
      written notice of such Licensee Improvements. LICENSOR shall have the
      right during the Term of this Agreement (and any renewal terms) to license
      from LICENSEE the Licensee Improvements for LICENSOR’s use upon mutually
      agreeable terms and conditions that the parties shall negotiate in good
      faith.

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

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








	 	v) 	
      Improvements; Confidential Information. All Improvements
      (“Improvements” shall mean Licensor Improvements, Licensee Improvements
      and Joint 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) 	
      Intellectual Property: If any patent
      applications are filed seeking to protect any Licensee Improvements or any
      Licensor Improvements (the “New Patents”), the Licensor shall be
      named as inventor and acknowledgment shall be made of Licensee if
      applicable.




	 	i) 	
      Prosecution and Maintenance of New Patents. The
      Parties shall cooperate to cause the filing of one or more patent
      applications covering any such New Patents. The Licensor will be
      responsible for expenses, filing, prosecution and maintenance of New
      Patents.

	 	 	 
	 	ii) 	
      New Patent Rights. LICENSOR grants to LICENSEE a
      non-sub-licensable, fully-paid, royalty-free, perpetual license to any
      intellectual property related to the New Patents - that does not rely on
      the underlying Technology which must be licensed separately from New
      Patents.




	 	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 5.

	 	 	 
	 	g) 	
      Notice Requirements. To the extent
      required by applicable rules and regulations, including those 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 regulators in
      order to give appropriate notice of all intellectual property rights
      therein or pertaining thereto. LICENSEE agrees to print the words in
      discernable type size “Powered by Lexaria” or “Lexaria Technology Inside”
      or mutually acceptable similar words, on the wrapper of each consumer
      product.




	 	h) 	
      Quality
Control.




	 	i) 	
      LICENSEE agrees 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.








	 	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
      obligation to enforce its rights by any means LICENSOR deems sufficient
      including but not limited to arbitration, mediation, negotiation or legal
      claims against any non-frivolous 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.




	6) 	
      Term and Termination.




	 	a) 	
      Term. This Agreement shall take effect upon
      signing by both Parties, and shall remain in effect for the longer of
      either three (3) years; or, such circumstances as described in Sections 3
      and 4. After the conclusion of the initial Term, and any subsequent terms,
      and in the event that LICENSEE is not in default of any material terms of
      this Agreement, LICENSEE will have the option to renew this Agreement for
      an additional term of three (3) years. 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.








	 	ii) 	
      This Agreement may be terminated by LICENSEE by written
      notice to LICENSOR in the event of material breach by LICENSOR of
      LICENSOR’s 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 relevant
      Territory 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
      Sections 2, 3, 4 and 7, 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 relevant
      Territory 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.




	7) 	
      Compensation and Payment.

	 	 
		
      In consideration for the license granted to LICENSEE
      under this Agreement, LICENSEE shall pay LICENSOR certain license fees set
      forth in Exhibit C (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.

	 	 
	8) 	
      Obligations.




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

	 	 	 
	 	b) 	
      Obligations of
LICENSOR.




	 	i) 	
      Upon execution of this Agreement, LICENSOR shall make the
      Technology and documentation for utilizing the Technology, including
      without limitation LICENSOR’S scientific study reports, published patent
      applications, formula instructions, batch production reports, to
      effectuate the license of the Technology contemplated herein available
      for LICENSEE. Upon execution of the Agreement, LICENSOR will be
available to advise LICENSEE on how to perform LICENSOR’s infusion procedure on
a suitable base ingredient from any given formulation that LICENSEE wishes to
produce. 








	 	ii) 	
      Upon execution of this Agreement, LICENSOR shall provide
      training to LICENSEE sufficient to inform LICENSEE of the processes and
      techniques required to utilize the Technology as designed, 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.

	 	 	 
	 	iii) 	
      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.




	9) 	
      Representations and
Warranties.




	 	a) 	
      Representations and Warranties of LICENSEE.
      LICENSEE represents and warrants to LICENSOR as follows: (i) LICENSEE
      is a company duly organized and in good standing under the laws of
      Jamaica; (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 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.




	10) 	
      Confidentiality. In addition to the
      Confidentiality Agreement previously entered into by the Parties, at all
      times during the term of this Agreement (including any renewal term) and
      thereafter, LICENSEE will not use or disclose and will otherwise keep
      confidential any trade secrets or proprietary information, including, but
      not limited to the Technology and other intellectual property of LICENSOR
      (collectively, the “Confidential Information”) except to the extent
      required to perform its obligations under this Agreement. Any disclosure
      by LICENSEE of the Confidential Information will constitute a breach of
      this agreement and result in immediate forfeiture of all LICENSEE rights
      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 that
is in tangible form 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. 








	 	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 Information 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.




	11) 	
      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.

	 	 
	12) 	
      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.








	13) 	
      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.

	 	 
	14) 	
      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.

	 	 
	15) 	
      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.

	 	 
	16) 	
      Compliance with Laws. In connection with this
      Agreement, both Parties agrees to comply with all applicable laws,
      statutes and ordinances of any governmental authority, that may be
      applicable to either Party, its activities under this Agreement or the End
      Products.

	 	 
	17) 	
      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 any government body so requires it, 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 requirement of such
      government body. In the event the Parties cannot reach an agreement within
      forty-five (45) days this Agreement shall terminate pursuant to Section 6
      above, and the Parties shall thereafter have no further obligation to each
      other hereunder.

	 	 
	18) 	
      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.

	 	 
	19) 	
      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.








	20) 	
      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.

	 	 
	21) 	
      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.

	 	 
	22) 	
      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: 
Timeless Herbal
LLC 
30 Dominica Drive, Suite 31A, New 
Kingston Business
Centre,
Kingston 5 Jamaica 
Attn: Courtney Betty 

If to LICENSOR: 
Lexaria Bioscience
Corp.
156 Valleyview Road 
Kelowna, British Columbia 
V1X 3M4

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. 

	23) 	
      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.

	 	 
	24) 	
      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. 








	25) 	
      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.

	 	 
	26) 	
      Governing Law; Jurisdiction. The validity,
      interpretation, construction, performance and enforcement of this
      Agreement shall be governed by the laws of the Province of British
      Columbia, regardless of the choice of law provisions of any other
      jurisdiction.

	 	 
	27) 	
      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 Province of British Columbia.

	 	 	 
	 	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 British Columbia Court
      Mediation Program {“Mediation”) or similar process except that
      specific provisions of this Article shall override inconsistent provisions
      of the Mediation procedure. The mediator will be selected from neutral
      persons. 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 court may 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 7 of this Agreement. 








	 	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.




	28) 	
      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.

	 	 
	29) 	
      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.

	 	 
	30) 	
      Headings. The headings of Sections are provided
      for convenience only and will not affect the construction or
      interpretation of this Agreement.

	 	 
	31) 	
      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.

	 	 
	32) 	
      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

	 	 
	33) 	
      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.

	 	 
	34) 	
      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.

	 	 
	35) 	
      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.

	 	 
	36) 	
      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.







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. 	 	TIMELESS HERBAL CARE LIMITED
    	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By: 		 	By: 		 
	 	John Docherty, President 	 	 	Courtney Betty, CEO 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By: 		 	By: 		 
	 	Chris Bunka, CEO 	 	 	 	 






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. 




EXHIBIT B 

END PRODUCTS 


	
      Product Line Name 
	
      Product Line Description 

	
      Orally Absorbed Products 
	
      Any product generally recognized as orally absorbed like
      “mouth sprays”, “chewing gum”, ‘sub lingual drops”, etc. that is infused
      with hemp oils and/or cannabidiol that utilizes the Technology. 

	
      Chocolate Products 
	
      Any product that is 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 that is infused with hemp oils and/or cannabidiol that
      utilizes the Technology. 

	
      Candies Product Line 
	
      all products that are not Chocolates but are generally
      recognized as “candies,” “gummies and jellies,” “suckers,” “hard or rock
      candies,” “jelly beans”, etc, that are primarily made with sugar and or
      other sweeteners and not generally recognized as a natural food and is
      infused with hemp oils and/or cannabidiol that utilizes the Technology.
      

	
      Sauces Product Line 
	
      Any product recognized as “sauces”, “dips”, “creams”,
      “spreadables”, “condiments” that is infused with hemp oils and/or
      cannabidiol that utilizes the Technology. 

	
      Capsules Product Line 
	
      Any product recognized as tablets, pills, capsules,
      gel-caps and other similar formulations that are infused with hemp oils
      and/or cannabidiol that utilizes the Technology. 

	
      Other Edible Products 
	
      Any other non-beverage ingestible product such as baked
      goods, honey sticks, powders, cereals, culinary products or otherwise that
      is chewed and/or swallowed as is or in reconstituted liquid form and
      primarily absorbed via the gastro- intestinal system that is infused with
      hemp oils and/or cannabidiol that utilizes the Technology. 

	
      Beverage Products 
	
      Any product sold in the form as a liquid for consumption
      by way of drinking that is infused with hemp oils and/or cannabidiol that
      utilizes the Technology. 








EXHIBIT C 

LICENSE FEE 

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

	A) 	
      The Jamaican
Territory.




	 	(a) 	
      The Licensee agrees to pay the Licensor a signing and
      license fee of $30,000 to gain access for three years to the Jamaican
      Territory (the “Jamaican License Fee”). The Licensee will be deemed
      to have paid in kind the license fee for the territory of Jamaica by the
      Licensee, at their sole cost and expense, within 30 days of signing this
      Agreement, providing Licensee begins filing with the Ministry of Justice
      or any other proper Jamaican federal government authorities, all of the
      necessary applications, requests or submissions otherwise required
      following all procedures to use best efforts to gain for Lexaria patent
      recognition by the relevant Jamaican authorities, for each existing US
      patent application or allowance that Lexaria is currently pursuing (the
      “Jamaican Filings”). The obligation to pursue the Jamaican patent
      awards does not extinguish until such time as each patent application is
      either finally denied or otherwise awarded by the appropriate Jamaican
      authorities. The act of providing the patent filing services on behalf of
      the Licensor does not assign, grant or award in whole or part any rights,
      ownership, or interest of any kind in the Technology underlying the patent
      applications nor in the patent awards if made

	 	 	 
	 	(b) 	
      Usage License Fee. For all End Products
      sold in the Jamaican Territory, LICENSEE agrees to pay to LICENSOR a usage
      license fee of 7% of all End Products sales revenue it receives. Payments
      are to be made on a monthly basis and are due 25 days after the close of
      the preceding month. Licensee agrees to assist in an annual audit of
      operations and revenues by Lexaria’s appointed auditor to confirm sales
      revenue figures. LICENSEE agrees to pay this Usage License Fee for each
      Product Line it sells within the Jamaican Territory. In lieu of the 7%
      monthly usage license fee, Licensee may exercise a one-time election
      within the first 30 days of selling its first End Product, to instead
      remit a series of fixed scheduled payments. Those monthly payments are as
      follows beginning with the first payment not more than 25 days following
      the end of the first month in which End Products are sold: monthly
      payments for each of the first three months of $1,000; monthly payments
      for each of the second three months of $2,000; monthly payments for each
      of the next six months of $3,000; monthly payments for each of the next
      twelve months of $5,000; and monthly payments for each of the final twelve
      months of $8,000.




	B) 	
      The USA Territory
Option.




	 	(a) 	
      In the event that Licensee exercises the option
      referenced in Subsection 3c within six months of signing this Agreement,
      the Licensee agrees to begin paying the Licensor a signing and license fee
      of $200,000 to gain access for three years to the Territory of any non-Indian Reservation jurisdiction in the USA (the “USA
License Fee”). This USA License Fee may be paid as to $65,000 within 6
months of signing this Agreement and $45,000 at the end of each 3-month period
thereafter following receipt of the first payment, until the full Territory
License Fee is paid. Or, the Licensee has the option to choose to pay the
required USA License Fee in-kind through a clinical research study conducted at
or with the assistance of Mount Sinai Hospital, or another hospital or
institution of comparable scope and reputation to that of Mount Sinai Hospital,
to the benefit of Lexaria and at no expense to Lexaria, to be negotiated in good
faith between the Parties, and with involvement of Lexaria and of a value to
Lexaria that exceeds $200,000. Lexaria’s involvement in the clinical research
study shall, at a minimum, allow it to advise upon and approve any aspects of
the study protocol design that will be intended to assess the performance of the
Technology. The USA Territory License will be issued ONLY when Lexaria receives
the first payment of $65,000 from Licensee within 6 months of signing this
Agreement or immediately upon Licensee evidencing that all necessary authority
and funding approvals have been secured for performance of the clinical research
study and that the funds have been commissioned to do so.
  








	 	(b) 	
      Usage License Fee. For all End Products
      sold in the USA Territory, LICENSEE agrees to pay to LICENSOR a usage
      license fee of 7% of all End Products sales revenue it receives. Payments
      are to be made on a monthly basis and are due 25 days after the close of
      the preceding month. Licensee agrees to assist in an annual audit of
      operations and revenues by Lexaria’s appointed auditor to confirm sales
      revenue figures. LICENSEE agrees to pay this Usage License Fee for each
      Product Line it sells within the USA Territory. In lieu of the 7% monthly
      usage license fee, Licensee may exercise a one-time election within the
      first 30 days of selling its first End Product, to instead remit a series
      of fixed scheduled payments. Those monthly payments are as follows
      beginning with the first payment not more than 25 days following the end
      of the first month in which End Products are sold: monthly payments for
      each of the first three months of $2,000; monthly payments for each of the
      second three months of $4,000; monthly payments for each of the next six
      months of $6,000; monthly payments for each of the next twelve months of
      $12,000; and monthly payments for each of the final twelve months of
      $20,000




	C) 	
      The Canada Territory
Option.




	 	a) 	
      In the event that Licensee exercises the option
      referenced in Subsection 4c within nine months of signing this Agreement,
      the Licensee agrees to begin paying to the Licensor a signing and license
      fee of $70,000 to gain access for three years to the Territory of the
      nation of Canada (the “Canada License Fee”). This Territory license
      fee may be paid as to $25,000 within nine months of signing the License
      Agreement and $15,000 at the end of each 3-month period thereafter until
      this full Territory license fee is paid. NO LICENCE to this Territory is
      granted until such time as the first required payment is made in
    cash.








	 	b) 	
      Usage License Fee. For all End Products
      sold in the Canada Territory, LICENSEE agrees to pay to LICENSOR a usage
      license fee of 7% of all End Products sales revenue it receives. Payments
      are to be made on a monthly basis and are due 25 days after the close of
      the preceding month. Licensee agrees to assist in an annual audit of
      operations and revenues by Lexaria’s appointed auditor to confirm sales
      revenue figures. LICENSEE agrees to pay this Usage License Fee for each
      Product Line it sells within the Canada Territory. In lieu of the 7%
      monthly usage license fee, Licensee may exercise a one-time election
      within the first 30 days of selling its first End Product, to instead
      remit a series of fixed scheduled payments. Those monthly payments are as
      follows beginning with the first payment not more than 25 days following
      the end of the first month in which End Products are sold: monthly
      payments for each of the first three months of $1,000; monthly payments
      for each of the second three months of $2,000; monthly payments for each
      of the next six months of $4,000; monthly payments for each of the next
      twelve months of $7,500; and monthly payments for each of the final twelve
      months of $11,000




	D) 	
      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 Sections 2(c), 3(d) and 4 (d),
respective, 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 four (4) monthly scheduled payments, but all other Usage
License Fees are waived. The 4 monthly scheduled payments are agreed to each be
not less than equal in value to the most recent actual monthly payment. 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, including the
right to utilize the Technology for any product in that Product Line.