Lexaria Bioscience Corp.: Exhibit 10.11 - Filed by newsfilecorp.com






THIS PRIVATE LABEL AGREEMENT made the 3rd day
of September, 2016 (the "Execution Date"). 

AMONG 


	
      TIMELESS HERBAL CARE LIMITED, a company
      organized under the laws of Jamaica with its executive office at 30
      Dominica Drive, Suite 31A, New Kingston Business Centre, Kingston 5
      Jamaica. 

	  
	("Timeless”) 



AND: 


	
      LEXARIA BIOSCIENCE CORP., a corporation
      duly incorporated under the laws of the State of Nevada with its executive
      office at 156 Valleyview Road, Kelowna, British Columbia V1X 3M4


	  
	("Lexaria" and together with Timeless, the
      "Parties") 



WHEREAS: 

A.      Lexaria owns and has rights to
intellectual property, technical know-how and trade secrets covered by US patent
applications #62010601, #62037706, #62153835, #62161324 and 14735844 as well as
international patent application #14735844 that applies to the enhanced delivery
of certain molecules to and through the human digestive system (the
“Technology”). Lexaria has conducted in vitro and in vivo
human intestinal absorption studies using its Technology providing evidence
of potent and rapid-onset cannabinoid absorption enhancement on the order of
3-10X of that without its Technology. Lexaria has further conducted formulation
research into producing an ingestible capsule composed of Cannabidiol/American
Ginseng/Gingko combined with full spectrum hemp oil and/or hemp oil isolate and
sunflower oil and/or other oils (the “Capsules”). 

B.      Either party may propose a new
recipe or formulation for capsules using other ingredient combinations not
herein contemplated, and upon acceptable testing and performance evaluation of
formulations and techniques, these additional capsule formulations can be added
to this Agreement if the Parties mutually agree, at any time during the life of
the Agreement, as addendums to this Agreement. 

C.      Timeless wishes to have the
right to distribute the Capsules under Timeless’ brand name. In order to
facilitate this, Lexaria will formulate and have produced the Capsules that are
for all practical purposes identical with Lexaria’s own-branded formulation and
technology that will be branded with Timeless’ name and that Timeless can brand
and sell as its own (the "Business" or the “Products” or the
“Timeless Products”. 




D.      All Products manufactured
under this Agreement will be manufactured by third party licensed contract
manufacturers. Lexaria is responsible for performing its technological
enhancement upon certain raw ingredients prior to shipment to the contract
manufacturer. At no time will either Lexaria or Timeless manufacture Products
under this Agreement. 

E.      Timeless will acquire and
maintain in good standing, any and all licenses and regulatory approvals
required in order to conduct the business contemplated by this Agreement in
every location in which it sells, distributes or transports its products to,
whether municipal, state, provincial or federal (the "Licenses") 

F.      The Business, and the Products
within the Business are not a partnership or joint venture between Lexaria and
Timeless: within the terms of this Agreement, Timeless retains full and complete
authority and discretion for every aspect of its business, other than as
provided in this Agreement. 

G.      There is no obligation that
Timeless must order any Capsules or incur any fee or cost whatsoever as a result
of entering this Agreement.

H.      The Parties are entering into
this Agreement to set out the terms and conditions by which Lexaria will cause
the Capsules or Products to be manufactured and the remuneration to be provided
for same.

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


	1. 	
      DEFINITIONS AND SCHEDULES

	 	 
	1.1 	
      In this Agreement, unless the context otherwise requires,
      the following terms will have the following
meanings:



"Effective Date" means the first business day following
the day on which this Agreement is signed by both parties. 

"Environmental Laws" means all applicable civil and
criminal foreign, federal, state or local laws, statutes, ordinances, common
law, rule, regulations relating to pollution or protection of the environment,
human health and safety, and natural resources, including those relating to
releases of Hazardous Materials (substances that are ignitable/flammable,
corrosive, toxic, explosive, radioactive or reactive) or otherwise relating to
the use, manufacture, processing, distribution, generation, treatment, storage,
disposal, transport or handling of Hazardous Materials.

"Environmental Liability" means, with respect to any
Person, any and all losses, liabilities, obligations, penalties, claims,
lawsuits, criminal charges, claims, defenses, costs, judgments, trials,
proceedings, damages, loss of profits, disbursements or expenses of any nature
(including legal fees and the fees of consultants and experts and the expenses
incurred in the investigation, defense or follow-up of any lawsuit, claim or proceeding, including any
environmental claim) that may, on any date, be imposed on, incurred by or
determined or ruled against, such person or any of its affiliates, shareholders,
directors, officers, employees and/or agents, to the extent derived from or
related to the exposure to any Hazardous Material, the release, presence,
production, use, handling, emission, transportation, storage, treatment,
discharge or disposal of any Hazardous Material and the infringement or alleged
infringement of any Environmental Law. 




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

"Law" or "Laws" means all applicable domestic and
  foreign national, federal, state and local Laws (statutory or common), rules,
  ordinances, regulations, grants, concessions, franchises, licenses, orders,
  directives, judgments, decrees, and other governmental restrictions, including
  permits and other similar requirements, whether legislative, municipal,
  administrative or judicial in nature. This expressly includes any federal, state
  or municipal rules that deal with the legality of any aspect of our product
  including ingredients, distribution, labeling, packaging, and product liability.


"Liabilities" means: (i) any and all penalties, costs,
losses, damages, judgments, settlements, disbursements, expenses, fees,
obligations, debts, duties, judgments and other liabilities howsoever
characterized, whether known or unknown, accrued or unaccrued, actual,
contingent or otherwise, and any and all actions, claims, contests, suits,
proceedings, demands and other judicial or administrative actions seeking to
impose any of the foregoing; and (ii) Environmental Liabilities. 

"Operations" means the ordering and production of
Timeless Products outlined in Section 4.

“Patents” means the following five (5) U.S. Provisional
Patent Applications and one (1) PCT International Patent Application; and 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
Lexaria 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: 

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. 




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

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

	2. 	
      REPRESENTATIONS, WARRANTIES AND
      COVENANTS



Each of Timeless and Lexaria represents and warrants to the
other as follows: 

	 	(a) 	
      It is duly incorporated or organized and is in good
      standing as to the filing of annual returns under the laws of the
      jurisdiction of its incorporation.

	 	 	 
	 	(b) 	
      It has the corporate or other power to enter into this
      Agreement.

	 	 	 
	 	(c) 	
      All necessary and requisite corporate proceedings,
      resolutions and authorizations have been or will be taken, passed, done
      and given to authorize, permit and enable it to execute and deliver this
      Agreement.

	 	 	 
	 	(d) 	
      The entering into of this Agreement will not be in
      contravention or constitute default under the laws of the incorporation
      jurisdiction of the Party or any indenture, deed, agreement, undertaking
      or obligation of the Party or to which it is a party.

	 	 	 
	 	(e) 	
      There are no actions or proceedings pending or, to its
      knowledge threatened which challenge the validity of this Agreement or
      which might result in a material adverse change in the financial condition
      of any Party or which would materially adversely affect its ability to
      perform its obligations under this Agreement or any other document in
      connection with them.

	 	 	 
	 	(f) 	
      This Agreement is a valid, binding and enforceable
      obligation of each of the Parties in accordance with its terms.

	 	 	 
	 	(g) 	
      It will maintain its lease agreements and other corporate
      obligations in good standing and it will take all such actions as may be
      necessary to provide that any leased property needed to fulfill the terms
      of this Agreement will at all times during the term of this Agreement
      remain available for the operation of the Business.

	 	 	 
	 	(h) 	
      It has not, and to the best of its knowledge and
      following due inquiry, nor has any other Person, in relation to the Business received any notice
of any breach of any Law or notice of default of any of the terms or provisions
of any agreements or instruments in respect of the Business and it has no
knowledge of any act or omission or any condition with respect to the Business
which could be give rise to any such notice. 








	 	(i) 	
      None of the foregoing representations and warranties
      contains any untrue statement of a material fact or omits to state any
      material fact.

	 	 	 
	 	(j) 	
      No transfer of technology rights, know how, intellectual
      property or subsequent right of use of methodology from Lexaria to
      Timeless is granted by way of this Agreement, all of which remain solely
      with Lexaria including after this Agreement
expires.




	3. 	
      FINANCIAL and
GEOGRAPHIC



3.01      Lexaria has demonstrated
superior absorption properties available through utilization of its Technology,
which Timeless shall benefit from incorporating into its Timeless-labeled
product. As a result, Timeless agrees to pay to Lexaria on a monthly basis in
arrears, 7% of the revenue Timeless receives from the first US$1 million of
sales of Products per year; and 5% of the revenue it generates from revenues in
excess of US$1 million of Products per year (the “Royalty”). The Royalty
applies to all Product sales by or on behalf of Timeless regardless of
wholesale, distributor, direct to consumer, or other. The Royalty applies
regardless of the location in which the Products are sold or consumed. The
Royalty applies so long as Timeless sells or causes to have sold through any
party, subsidiary, or affiliate, Products that utilize the Lexaria Technology.
Payments for the Royalty are due within 25 days of the previous month-end for
revenue Timeless received for sales of Products during the previous month. 

3.02      The Timeless Products will
initially be produced in the USA. Production capability outside of the USA can
be contracted for if required. Timeless has the right to ship, at its own cost
and responsibility, Products from the USA to either Jamaica or Canada for sale
in those locations as per this Agreement. Timeless is permitted non-exclusive
rights to sell the Timeless Products: 

	 	(a) 	
      direct to consumer via the internet;

	 	 	 
	 	(b) 	
      through state-licensed cannabis dispensaries in any
      non-Indian Reservation jurisdiction in the United States;

	 	 	 
	 	(c) 	
      through any means that is permissible under local
      regulations, in the nations of Jamaica and Canada

	 	 	 
	 	(d) 	
      through any pharmacies, convenience stores, grocery
      stores, fitness clubs and other similar traditional retail and wholesale
      locations including multi-level marketing (“Retailers”) within the United
      States, 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 Capsules at a
      Retailer and provides written notice to the other Party, the other Party
      will not contact that Retailer about the sale of the Capsules 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
the Capsules at or through a Retailer, the other Party will not contact that
Retailer about the sale of the Capsules without the written consent of the
Selling Party 








	 	(e) 	
      The Parties agree to negotiate terms in good faith if
      there is any requirement for additional geographic territories
      required.



3.03      If Timeless sells Products
to wholesalers, it must make a condition of the sale that the wholesaler will
only sell through the allowable channels listed in 3.02 above.

	4. 	
      OPERATIONS and
COSTS



4.01      Timeless shall issue, in the
sole discretion of Timeless, a purchase order or equivalent written request (a
“Purchase Order”) for each instance when production of the Capsules is
required by Timeless. Timeless has no minimum annual order quantity but as of
the Effective Date has a minimum Purchase Order quantity of 50,000 capsules.
Each Purchase Order shall specify order quantity, a single delivery address for
Products within the continental United States, and any other order requests.
Lexaria will respond to each Timeless Purchase Order within 3 business days of
receipt, with a quote of costs subject to Section 4.03 below, and a request for
discussion or acceptance of those costs by Timeless.

4.02      The Parties will collaborate
as necessary to source and produce the Products, always seeking to maximize
quality and minimize costs. Lexaria currently performs its own technology
enhancement on certain raw ingredients with its own management, then utilizes a
contract manufacturer for the capsules, bottling and labeling and will always
seek to minimize internal costs of production while preserving the Technology
secrecy vital to both Parties’ success. Lexaria will always produce on request
any invoices and 3rd party quotations for price verification and
pursuit of best market prices available. 

4.03      Timeless agrees to pay to
Lexaria a 5% premium over the costs for ingredients, shipping, labeling and
manufacturing incurred in connection with producing the Products (the
“Production Costs”). Prices for manufacturing and ingredients fluctuate and
prices per capsule decline as the production run size increases. As of the
Effective Date, Lexaria estimates that the Production Costs for 50,000 Capsules
approximately equals US $33,000 - US$35,000. Prices per capsule decline as
production run sizes increase and can vary significantly based on the
ingredients within the capsules. 

4.04      Timeless agrees to pay for
each Purchase Order prior to Lexaria purchasing raw materials or beginning
technological enhancement of raw materials. Lexaria estimates that the typical
time from placement of a Purchase Order to delivery of the Products is 8 to10
weeks, but varies. Certificate of Analysis (COA) for each production run shall
be provided to Timeless. 

4.05      Each Party agrees to
indemnify and hold harmless the other from and against any loss, costs or
damages the other may suffer as a result of these Operations. 





	5. 	
      LATE PAYMENTS or
DEFAULT



5.1      In the event that Timeless
has not remitted any of the payments due under Section 3 or Section 4 of this
Agreement within 30 days or the due date of such payment (a "Default"), Lexaria
will not be required to produce additional Products on behalf of Timeless until
such time as the Default is corrected. 

5.2      Lexaria may waive any
individual Default, provided, however, that any waiver of a particular Default
shall not operate as a waiver of any subsequent or continuing Default. 

	6. 	
      NO PARTNERSHIP



6.1      Except as otherwise expressed
in this Agreement, the rights and obligations of the Parties will be, in each
case, several, and will not be or be construed to be either joint or joint and
several. Nothing contained in this Agreement will, except to the extent
specifically authorized hereunder, be deemed to constitute a Party a partner, an
agent or legal representative of the other Party. The Parties intend that this
Agreement will not create the relationship of a partnership among the Parties
and that no act done by any Party pursuant to the provisions hereof will operate
to create such a relationship. 

6.2      Nothing in this Agreement,
implicit or otherwise, grants Timeless the right to produce the Products without
the involvement of Lexaria. There is no granting of Technology rights within
this Agreement, other than through Timeless’ Products benefiting from their
incorporation of the Lexaria Technology. 

6.2.1    Nothing in this Agreement prevents
or restricts the right of Lexaria to produce and sell its own-branded Capsules
whether virtually identical or dissimilar to those Products produced for
Timeless, in state-licensed cannabis dispensaries where Timeless products may
also be sold. 

	7. 	
      FINANCIAL



7.1      Each Party
shall be responsible for and pay their own respective corporate and personal
tax, license and duty obligations, whether in Canada, the United States, or
elsewhere, and each of the Parties shall hold the other and the Operations
harmless and agree to indemnify them for those tax and duty obligations, as well
as and costs of collection, interest, fines, penalties, or litigation incurred
by a Party. 

7.2      Timeless shall prepare and
furnish to Lexaria on a monthly basis, a summary statement of revenues generated by selling the Products whether through
retail or wholesale channels which shall at a minimum include quantity of units
sold and prices received for unit sales and local, state or national
jurisdictions where the units were sold for retail consumption. 




7.3      Upon request by Lexaria but
not more frequently than quarterly, Timeless will consent to provide any
information about the Product sales necessary for the tax returns of Lexaria or
necessary to comply with requests from Lexaria’s financial auditors for
additional information. If in the reasonable judgement of Lexaria’s financial
auditors an audit is required, each Party shall bear their expenses involved in
same. 

	8. 	
      CONFIDENTIALITY



8.1      The making of this Agreement
and the consummation of the transactions contemplated in this Agreement are not
confidential. The following shall be considered “Confidential Information”
formulations, research, patent applications, product plans, products, services,
customers, customer lists, markets, marketing, finances, recipes, Technology and
other business information disclosed by one Party to the other Party, either
directly or indirectly, orally, in writing, electronically or by inspection of
equipment of facilities. Neither Party will disclose to a third party or make
use of the Confidential Information of the other Party except with the written
consent of the other Party or as is necessary in order to carry out their
respective contributory duties under the terms of this Agreement. 

8.2      The above restrictions with
respect to Confidential Information will not apply to any information that: 

	 	(a) 	
      is in the public domain through no fault of the receiving
      Party;

	 	 	 
	 	(b) 	
      is authorized for disclosure by the disclosing
    Party;

	 	 	 
	 	(c) 	
      is received by the receiving Party from another
      unrestricted source;

	 	 	 
	 	(d) 	
      is independently developed by the receiving Party;
    or

	 	 	 
	 	(e) 	
      is lawfully required to be disclosed by a court or other
      judicial proceeding in any jurisdiction.



8.3      The Parties agree that
because monetary damages alone would be insufficient to consummate for a breach
of the confidentiality provisions in this Section 8, any Party may seek any
judicial, non-judicial or extraordinary relief available in any court with
competent jurisdiction to prevent the breach of the confidentiality provisions
in this Section 8. This remedy is in addition to any other remedies that may be
available. 





	9. 	
      GENERAL PROVISIONS



9.1      This Agreement shall
terminate: 

	 	(a) 	
      5 years from the Effective Date, subject to after the
      conclusion of the initial term of 5 years, and any subsequent 5 year
      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 5 years; or

	 	 	 
	 	(b) 	
      In the event that the Parties mutually consent in
      writing; or

	 	 	 
	 	(c) 	
      in the event the any agency of the federal government of
      the United States passes laws, regulations or policies that prohibit the
      Business from being carried on in a lawful manner, this Agreement shall
      terminate within 30 days notice by either Party to the other Party, and
      the Parties will be released from all subsequent obligations under this
      Agreement, unless the Parties agree unanimously to extend this Agreement
      for an additional 12 months under the same terms and
  conditions.



9.2      Timeless and Lexaria shall
execute such further assurances and other documents and instruments and do such
further and other things as may be necessary to implement and carry out the
intent of this Agreement. 

9.3      The provisions herein
constitute the entire agreement between the Parties and supersedes all previous
expectations, understandings, communications, representations and agreements,
whether verbal or written, including the LOI, between the Parties with respect
to the subject matter hereof. 

9.4      If any provision of this
Agreement is unenforceable or invalid for any reason whatever, it shall not
affect the enforceability or validity of the remaining provisions of this
Agreement and such provision shall be severable from the remainder of this
Agreement. 

9.5      Any notice required to be
given hereunder by any party shall be deemed to have been well and sufficiently
given if mailed by prepaid registered mail return receipt requested, courier
service or by electronic communication, capable of producing a printed
transmission to or delivered at the address of the other party first written
above or at such other address as any of the parties may from time to time
direct in writing, and any such notice shall be deemed to have been received, if
mailed or couriered, forty-eight hours after the time of mailing or if sent by
electronic communication on the date of such communication. If normal mail
service or courier service is interrupted by strike, slow down, force majeure or
other cause, a notice sent by the impaired means of communication will not be
deemed to be received until actually received, and the party sending the notice
shall utilize any other such services which have not been so interrupted or
shall deliver such notice in order to ensure prompt receipt thereof. 

9.6      Time shall be of the essence
hereof. 




9.7      This Agreement shall be
governed by and construed in accordance with the laws in force in the State of
Nevada of the United States of America.

9.8      Should there be a
disagreement or a dispute between the parties hereto with respect to this
Agreement or the interpretation thereof, the same shall be referred to a single
arbitrator pursuant to the Commercial Arbitration Act of Nevada or its
equivalent, and the determination of such arbitrator shall be final and binding
upon the parties hereto. 

9.9      The headings in this
Agreement form no part of this Agreement and shall be deemed to have been
inserted for convenience only. 

9.10     Wherever the singular or the
masculine is used throughout this Agreement the same shall be construed as being
the plural or the feminine or the neuter or the body politic or corporate where
the context so requires. The headings immediately preceding each paragraph are
inserted for the purpose of convenience only and are to be excluded from any
construction or interpretation of this Agreement. 

9.11     Each of Timeless and Lexaria shall
make, do and execute or cause to be made, done or executed all such further
things, acts, documents, conveyances and assurances as may be necessary or
reasonably required to carry out the intent and purpose of this Agreement fully
and effectually. 

9.12     This Agreement shall enure to the
benefit of and be binding upon the Parties and their respective personal
representatives, successors and permitted assigns. 

9.13     This Agreement may be signed
by facsimile, pdf email attachment or original and executed in any number of
counterparts, and each executed counterpart will be considered to be an
original. All executed counterparts taken together will constitute one agreement


-Signature Page Follows- 




IN WITNESS WHEREOF the parties have executed this
Agreement as of the day and year first above written. 


	TIMELESS HERBAL LLC 
	by its authorized signatory 
	 
	 
	Per: 
	 
	 
	 
	Authorized Signatory 
	 
	 
	 
	Authorized Signatory 
	 
	 
	LEXARIA BIOSCIENCE CORP. 
	by its authorized signatory 
	 
	 
	Per: 
	 
	 
	 
	Authorized Signatory 
	 
	 
	 
	Authorized Signatory