PATENT LICENSE
AGREEMENT


(HONEY STRAW SEALING
MACHINE)


 


            THIS
AGREEMENT, effective this 25th day, of May (Month), 2020 (year), is entered into by Superbee Network
Singapore Pte Ltd (hereinafter “LICENSOR”) and Jaison Phytochem, Inc. (hereinafter “LICENSEE”).


 


BACKGROUND


            WHEREAS,
LICENSOR has designed and developed a Honey Straw Sealing Machine (hereinafter “INVENTION”).


            WHEREAS,
LICENSOR is the owner of all right, title and interest in a Singapore Letter of Patent filed 17th March 2020 and is under application
process as Singapore Patent Number 10202002434U.


            WHEREAS,
LICENSOR desires to transfer to LICENSEE and LICENSEE desires to acquire from LICENSOR an exclusive license to manufacture and market
the INVENTION covered by the patent rights in all other countries, territories and jurisdictions on the terms and conditions set forth
in this Agreement.


            NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, parties agree as follow:


 


SECTION
1.  DEFINITIONS


		1.1.	GROSS SALES.  “Gross Sales”
shall mean the aggregate compensation the LICENSEE, or its subsidiaries, receives for goods sold under the Patent Rights without a reduction
for taxes, transportation, returns, depreciation or other expenses.



 


		1.2.	CLOSING.  “Closing” shall
occur when both LICENSOR and LICENSEE have applied their respective signatures to this Agreement.



 


		1.3.	PATENT RIGHTS.  “Patent Rights”
means the following listed patents and/or patent applications, patents to be issued pursuant thereto, and all divisions, continuations,
reissues, substitutes, and extensions thereof:



Applications


(a)  Singapore
Application Serial No. 10202002434U         Date Filed:  17th March
2020


SECTION
2.  GRANT OF INVENTION AND PATENT RIGHTS


In consideration
for the up-front monies and royalty to be paid under Sections 3 and 4, LICENSOR grants to LICENSEE:


		(a)	an exclusive, nontransferable license to manufacture
and market the INVENTION



in
Singapore;


(b)  an
exclusive, nontransferable license to manufacture and market the INVENTION in all foreign countries;


(c)   all
rights under the Patent Rights; and


(d)  all
technology, trade secrets and know-how related to the design and manufacture of the INVENTION, including all design plans, blueprints
and any documentation or software related thereto.


SECTION
3.  UP-FRONT MONIES


LICENSEE
shall pay to LICENSOR on the date of Closing $25,000,000 in United States dollars.  The up-front monies are not to be considered
part of the royalties due under Section 4 of this Agreement.


SECTION
4.  ROYALTY


Upon Closing,
LICENSEE shall pay LICENSOR a royalty payment based upon the Gross Sales of the LICENSEE.  Said royalty payment shall be calculated
based upon 25% of the Gross Sales of the LICENSEE with regard to the Invention exceeding $2,500,000 per annum in United States dollars.


 


SECTION
5.  TIMING OF ROYALTY PAYMENTS AND MINIMUM ROYALTY


5.1.  YEARLY
PAYMENTS.  LICENSEE shall pay LICENSOR a royalty for each year during which this Agreement is in effect.  LICENSEE
shall pay LICENSOR per year, on or before the 30th day after January 1 of each year during which this Agreement is in
effect.


5.2.  MINIMUM
PAYMENT.  No minimum royalty payment shall be paid if the Gross Sales of the LICENSEE falls below $2,500,000 at the end of each
year.


 


SECTION
6.  REPORTS AND RECORDS


6.1.  FINANCIAL
STATEMENT.  LICENSEE shall provide a annual financial statement to LICENSOR showing the number of units manufactured during
each year when each yearly royalty payment is made. 


6.2.  RECORDS.  LICENSEE
shall keep records of the Gross Sales and number of units manufactured and sold pursuant to this Agreement in sufficient detail to enable
the royalty payment to LICENSOR to be determined. 


6.3.  ANNUAL
INSPECTION.  LICENSEE shall allow LICENSOR’s representative, one annual inspection, during regular business hours or at
such other times as may be mutually agreeable, to inspect LICENSEE’s books and records to the extent reasonably necessary to determine
LICENSEE’s compliance with the terms of this Agreement.


6.4.  PENALTY.  If
the LICENSOR determines through an annual inspection that the LICENSOR was undercompensated as required by this Agreement, then the LICENSEE
shall pay to the LICENSOR a Penalty Fee.  The Penalty Fee shall comprise three times the difference between the actual compensation
and the required compensation.  The LICENSEE shall still be obligated to pay full compensation as required under the Agreement.


 


SECTION
7.  OBLIGATIONS OF LICENSOR


The LICENSOR
agrees with the LICENSEE to execute such documents and give such assistance as the LICENSEE may reasonably require:


(a)   to
defeat any challenge to the validity of, and resolve any questions concerning the Patent Rights;


(b)  to
apply for and obtain patents or similar protection for the INVENTION in other parts of the world at the LICENSEE’s expense;


(c)   to
do all that is necessary to vest such protection in the LICENSEE;


(d)  to
inform the LICENSEE of all technical information concerning the INVENTION; and


(e)   to
supply the LICENSEE with any documents or drawings relevant to the INVENTION.


 


SECTION
8.  REPRESENTATIONS AND WARRANTIES OF LICENSOR


8.1.  LICENSOR
represents and warrants to LICENSEE as follows:


(a)   LICENSOR
is the sole and exclusive owner of the INVENTION and the Patent Rights.  No other parties have any right or interest in or to
the INVENTION nor to the Patent Rights;


(b)  All
rights to the INVENTION and the Patent Rights are free and clear of all liens, claims, security interests and other encumbrances of any
kind or nature;


(c)  The
LICENSOR has not granted any licenses to use the INVENTION to any other parties;


(d)  LICENSOR
has the right and power to enter into this Agreement, and has made no prior transfer, sale or assignment of any part of the INVENTION,
patent rights pertaining to the INVENTION or the Patent Rights;


(e)  As
of the date hereof and as of the Closing date, LICENSOR is not aware of any parties infringing on the patent rights transferred hereunder;


(f)  LICENSOR
is not aware that the INVENTION infringes upon any patent, but LICENSOR does not otherwise warrant or guarantee the validity of the Patent
Rights or that the INVENTION does not infringe any valid and subsisting patent or other rights not held by the LICENSOR; and


(g) 
The INVENTION was not procured by the use of confidential information, trade secrets, or in other respects in violation of law, and there
is no action, order or proceeding, to the LICENSOR’s knowledge, alleging any of the foregoing.


		8.2	Each of the warranties and representations set forth above shall be true on and as of the date of Closing,
as though such warranty and representation was made as of such time.  All warranties and representations shall survive closing.



 


SECTION
9.  LICENSEE’S OBLIGATIONS


9.1. 
 INDEMNIFICATION.  The LICENSEE agrees to indemnify the LICENSOR and his heirs successors, assigns and legal representatives
for liability incurred to persons who are injured as a consequence of the use of any INVENTION manufactured by the LICENSEE or as a consequence
of any defects in the INVENTION.


9.2.  
QUARTERLY ROYALTY.  The LICENSEE agrees to pay the above stated quarterly royalty without demand.


9.3.  
REASONABLE EFFORTS.  The LICENSEE agrees to utilize all reasonable efforts to manufacture and market the INVENTION.


9.4.  
FINANCIAL STATEMENT.  The LICENSEE agrees to provide the financial statement at the end of each quarter without demand.


9.5.  
PROFESSIONALISM.  The LICENSEE agrees to the extent reasonably possible, have all manufacturing, shipping, and sales performed
in a professional and equitable manner.


9.6.  
LIABILITY INSURANCE.  The LICENSEE agrees to maintain liability insurance to cover the INVENTION in an amount greater than or
equal to $25,000,000.


9.7.  
TRADE SECRETS.  The LICENSEE agrees to take all reasonable steps to maintain the confidentiality of all trade secrets provided
by the LICENSOR to the LICENSEE during and after this Agreement.


 


SECTION
10.  CONDITIONS TO CLOSING


LICENSEE’s
obligation to pay the up-front monies and the royalty shall be subject to the satisfaction on or before the Closing of the following conditions,
any one or more which may be waived by LICENSEE:


(a) 
The warranties and representations made by the LICENSOR in this Agreement shall be true and correct in all material respects on the Closing
date as if such warranties and representations had been given as of the Closing date.


(b)  LICENSOR
shall have delivered to LICENSEE such instruments of transfer as may be reasonably requested by LICENSEE to consummate the transactions
contemplated hereby.


 


SECTION
11.  MARKING OF INVENTION


LICENSEE
agrees to affix patent pending and patent notices to all INVENTIONs prior to their sale.  Each device shall have either the
words “PATENT PENDING” or “Patent No.” followed by the patent number conspicuously marked on each of the goods
sold under the Patent Rights subject to the reasonable approval of the LICENSOR.


 


SECTION
12.  DURATION AND TERMINATION


12.1.This
Agreement shall remain in full force and effect unless and until termination or cancellation as hereinafter provided.


12.2.If
LICENSEE shall at any time default in rendering any of the statements required hereunder, and payment of any monies due hereunder, or
in fulfilling any of the other material obligations hereof, and such default is not cured within fifteen days after written notice is
given by the LICENSOR to LICENSEE, LICENSOR shall have the right to terminate this Agreement by giving written notice of termination to
LICENSEE.  LICENSEE shall have the right to cure any such default up to, but not after the written notice of termination.


12.3.LICENSOR
shall have the right to terminate this Agreement by giving written notice of termination to LICENSEE in the event of any of the following:


(a)   liquidation
of LICENSEE;


(b)  insolvency
or bankruptcy of LICENSEE, whether voluntary or involuntary; or


(c)   appointment
of a Trustee or Receiver for LICENSEE.


12.4.LICENSOR
shall have the right to terminate this Agreement, by giving three months written notice, if after the second year of this agreement the
previous years total royalty payment is lower than $625,000.


12.5.LICENSEE
shall have the right to terminate this Agreement, by giving three months notice, if all patent applications, continuation, continuation-in-part
or divisional applications, related to the INVENTION become abandoned without issuing into a patent.


12.6.LICENSEE
shall have the right to terminate this Agreement, by giving three months notice, if a court of law determines all of the issued patents
to be invalid.


 


SECTION
13.  MAINTENANCE FEES AND INFRINGEMENT COSTS


13.1.  MAINTENANCE
FEES.  LICENSEE shall be responsible for paying all maintenance fees for the Patent Rights until they expire.


13.2.  DEFENDING
AN INFRINGEMENT LAWSUIT.  LICENSEE shall be responsible for all expenses, including but not limited to legal fees, associated
with defending an infringement action involving the INVENTION.  LICENSEE also agrees to vigorously defend at its own expense
any invalidity actions brought against the Patent Rights.


13.3.  BRINGING
AN INFRINGEMENT LAWSUIT.  LICENSEE shall also be responsible for all expenses, including but not limited to legal fees, associated
with bringing an infringement action involving the Patent Rights.  LICENSEE agrees to initiate and vigorously prosecute proceedings
to the termination of any infringements on the Patent Rights.


13.4.  NOTIFICATION.
LICENSEE and LICENSOR both agree to notify each other of any legal action involving the Patent Rights or the INVENTION.


 


SECTION
14.  BINDING ARBITRATION


Any controversy
or claim arising out of or relating to this contract, or the breach thereof, between the LICENSOR and the LICENSEE shall be settled by
the competent jurisdiction of Singapore or United States of America.  The judgment upon the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof.


 


 


SECTION
15.  GOVERNING LAW


This Agreement
shall be governed in accordance with the substantive laws of the Singapore or United States of America.


 


SECTION
16.  SEVERABILITY


16.1.   The
parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling
law, the validity of the remaining provisions shall not be affected thereby.


16.2.   In
the event the legality of any provision of this Agreement is brought into question because of a decision by a court of competent jurisdiction,
LICENSOR, by written notice to LICENSEE, may revise the provision in question or delete it entirely so as to comply with the decision
of said court.


 


SECTION
17. NOTICES UNDER THE AGREEMENT


For the purposes
of all written communications and notices between the parties, their addresses shall be:


 


LICENSOR:   Attn:Ms.
LING Huieng Alicia


                        Superbee Network Singapore Pte Ltd


1
Kaki Bukit Ave 3


#09-
11, KB-1


Singapore
416087


 


LICENSEE:     Attn:
TAN Jacksaa Jayson


30N
Gould St STE R


Sheridan,
WY 82801


USA       


 


SECTION
18.  NONASSIGNABILITY


The parties
agree this Agreement imposes personal obligations on LICENSEE.  LICENSEE shall not assign any rights under this Agreement without
the written consent of LICENSOR.  LICENSOR may assign all rights hereunder.


 


SECTION
19.  ENTIRE AGREEMENT


This Agreement
sets forth all of the covenants, promises, agreements, conditions and understandings between the parties and there are no covenants, promises,
agreements or conditions, either oral or written, between them other than herein set forth.  No subsequent alteration, amendment,
change or addition to this Agreement shall be binding upon either party unless reduced in writing and signed by them.


 


IN WITNESS
WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers on the respective dates hereinafter set
forth.


 


For and on behalf
of LICENSOR:                                                             


 


/s/ HuiEng
Ling


Date: 25
May 2020


By: Alicia Ling
Hui Eng                 


 


For and on behalf
of LICENSEE: 


 


/s/
Jacksaa Tan


Date: 25
May 2020


By: Tan
Jacksaa Jayson