Exhibit 10.6


 


EXECUTION COPY


US PHARMA


 


LICENSE AGREEMENT


 


This License Agreement
(this “Agreement”), dated as of April 13, 2017 (the “Effective Date”), is by and between Tikun Olam
Ltd., an Israeli corporation, registration number 514263771 (“Licensor”) and TO Pharmaceuticals USA LLC,
a Delaware limited liability company (“Licensee”). Licensor and Licensee shall each be individually referred to as
a “Party” and collectively as the “Parties”.


 


WITNESSETH


 


WHEREAS, Licensor
is the Cannabis Business in Israel, and through joint ventures, licenses and partnerships in other jurisdictions.


 


WHEREAS, in connection
with its Cannabis Business or otherwise, Licensor is the owner of certain intellectual property, whether registered or applied
for, which includes the Licensor patents, patent applications, plant patents and plant patent applications, continuation and continuation
in part applications and patents maturing therefrom, and divisional applications and patents maturing therefrom, which includes
the Licensor Trademarks (as defined herein), copyrights, promotional materials, know-how, trade secrets, knowledge, documentation,
information relating to clinical or other trials, patient data, plant breeders rights, registered and unregistered cannabis varieties
and uniquely identifiable strains of Cannabis in all forms (as further detailed hereunder), including with respect to any forms
or strains of Cannabis (collectively known as the “Intellectual Property”) that are currently developed, as specified
in more detail in Exhibit B hereof or which may be developed, owned or licensed in the future by Licensor, including Licensor
Additional IP (collectively, the “Licensor IP”).


 


WHEREAS, Licensee
is desirous of obtaining from Licensor a license to use the Licensor IP in connection with Licensee’s business, whether currently
in existence or not, of producing, researching, developing, promoting, marketing, selling, and distributing Pharmaceutical Products
(as defined herein), including for such purpose only, the planting, cultivating, growing, harvesting, use and processing of Cannabis,
and application and delivery systems, methods and devices relating thereto (the “Pharmaceutical Business”), in the
Territory (as defined herein), and Licensor is desirous of granting such a license to use the Licensor IP in connection with Licensee’s
business pursuant to terms and conditions of this Agreement.


 


NOW, THEREFORE,
in consideration of the premises and mutual covenants set forth herein, the Parties hereby agree as follows:


 


Section
1.             Definitions. Capitalized terms used herein are as set
forth on Exhibit A hereto.


 


Section
2.             Grant of License.


 


2.1          Grant
by Licensor. Subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee, and Licensee
hereby accepts a perpetual, non-revocable (subject to the terms hereof), royalty-free, exclusive, and sub-licensable license (the
“License”) to use the Licensor IP and any Third-Party IP (subject to Section 2.9 hereof) solely in connection with
the Pharmaceutical Business and solely in the United States (the “Territory”). Licensor shall not use or grant the
right to use the Licensor IP to another third-party in connection with the Pharmaceutical Business in the Territory other than
to an Affiliate of Licensee.


 


2.2          Ownership
of Intellectual Property and New IP.


 


(a)          
Licensor Ownership. Subject to Section 2.3 hereof, Licensor shall (i) continue to own all Licensor IP owned by Licensor
prior to April 19, 2015, and (ii) own all Intellectual Property developed after April 19, 2015 solely by Licensor without any specific
or direct collaboration with Licensee or its Affiliates ("Licensor Additional IP").


 




     


     


    

 


(b)          
Licensee Ownership. Licensee shall own any and all Intellectual Property and improvements and modifications of the Licensor
IP relating to the Pharmaceutical Business developed or acquired on or after April 19, 2015 (i) solely by Licensee, or (ii) jointly
or collaboratively with Licensee anywhere in the world (collectively, the “New IP”), except to the extent such New
IP is owned by the Pharmaceutical Affiliate, and is subject to that certain License Agreement of even date herewith between Licensor
and the Pharmaceutical Affiliate (the “Affiliate Pharmaceutical License Agreement”). The New IP shall be used and/or
licensed to third parties by Licensee solely within the Territory and solely in connection with the Pharmaceutical Business; however,
the use of the New IP by (a) the Pharmaceutical Affiliate outside of the Territory for its Pharmaceutical Business, pursuant and
subject to the Affiliate Pharmaceutical License Agreement; and (b) Tikun Olam LLC, a Delaware company, which is also an Affiliate
of Licensee (hereinafter “TO LLC”), within the Territory pursuant to the License Agreement dated April 20, 2016, between
Licensor and TO LLC (the “US Medical Cannabis License Agreement”), shall be permitted and shall not be a breach of
this Agreement.


 


(c)          New
IP. Licensee shall have the right to use all New IP owned by it solely in connection with the Pharmaceutical Business, and/or
license to third parties the right to use such New IP, solely in connection to the Pharmaceutical Business, in each case solely
within the Territory. Licensor shall not have the independent right to use or license to third parties the right to use such New
IP owned by Licensee outside the Territory in connection with any business similar to or competitive or potentially competitive
with the Pharmaceutical Business, but shall be granted a license, pursuant to Section 2.4 below, to use the New IP outside the
Territory solely in connection with its Cannabis Business. Any Licensor Additional IP not owned by Licensee or its Affiliates shall
be subject to the License granted hereunder.


 


(d)          New
Strains. If Licensee, in connection with the Pharmaceutical Products or the Pharmaceutical Business, during the Term of this
Agreement or thereafter, makes any improvements to the Licensor IP, including by developing new strains, including any Essentially
Derived Variety, based on the TO Strains (collectively, the “New Strains”), Licensee shall own all rights, title and
interest in such New Strains and the New IP; provided however, that (i) Licensee shall be entitled to use such New Strains only
within the Territory and subject to the terms and conditions set forth in this Agreement regarding the use of the TO Strains; (ii)
the Pharmaceutical Affiliate shall be entitled to use such New Strains outside of the Territory but only subject to the terms and
conditions set forth in the Affiliate Pharmaceutical License Agreement; (iii) TO LLC shall be entitled to use such New Strains,
solely within the Territory, and only subject to the terms of the US Medical Cannabis License Agreement; and (iv) pursuant to Section
2.4 hereof, Licensor shall be granted an non-revocable (subject to the terms hereof), perpetual, sub-licensable royalty-free license
to use the New Strains, and shall be entitled to use them solely in connection with its Cannabis Business, and not any Pharmaceutical
Business, outside the Territory.


 


2.3           Clinical
Trials. The results of the Clinical Trials and all Intellectual Property in connection therewith and relating thereto shall
be owned (a) by Licensor to the extent they were developed by Licensor prior to April 19, 2015 or developed after April 19, 2015
solely by Licensor without any specific or direct collaboration with Licensee or its Affiliates, including without limitation any
direct non-de minimis financial contribution pursuant to Section 7.1(e) hereof, and (b) by Licensee, to the extent developed
solely or primarily by Licensee or developed by Licensor on or after April 19, 2015 with specific or direct collaboration with
Licensee or its Affiliates, including without limitation any direct non-de minimis financial contribution by Licensee or
its Affiliates, anywhere in the world, except to the extent owned by the Pharmaceutical Affiliate pursuant to the License Agreements.


 




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2.4           Grant
by Licensee. Licensee hereby grants to Licensor, and Licensor hereby accepts, a perpetual, non-revocable (subject to the terms
hereof), royalty-free, non-exclusive, and sub-licensable, license to use the New IP, the New Strains and the results of Clinical
Trials, including any improvements and modifications thereof made by Licensee or any other party except Licensor, in each case
solely outside the Territory but solely in connection with the Cannabis Business; provided, that the license granted pursuant to
this Section 2.4 shall not apply to (a) any portion of Licensee's Intellectual Property which
Licensee shall not have made available to TO LLC for use in TO LLC's Cannabis Business (as such term is defined in the US Medical
Cannabis License Agreement), (b) any Acquired IP, and (c) any Licensee Excluded IP. For the Purpose of Section 2 of this Agreement,
the term Cannabis Business shall exclude any Pharmaceutical Business.


 


2.5           Right
to Sublicense. Licensee shall have the right to grant sublicenses of any of its rights under this License in connection with
the Pharmaceutical Business solely within the Territory. The granting of sublicenses shall be at Licensee's sole and exclusive
discretion and Licensee shall have the sole and exclusive power to determine the identity of any sublicensee, the applicable licensee
fees or royalty rates, if any, and other terms and conditions of any sublicense.


 


2.6           Delivery
of Licensor IP. To the extent permitted by Applicable Law (including for the avoidance of doubt, the export laws of the State
of Israel and the importation federal laws and state laws of the United States), Licensor shall provide to Licensee seeds, plants
or propagation materials of the strains of Cannabis included in the Licensor IP (the “TO Strains”), for the purpose
of reproduction and use thereof by Licensee in accordance with the terms of this Agreement. To the extent such provision is not
permitted by Applicable Law, Licensor shall cooperate with Licensee to permit Licensee, to the fullest extent permitted by Applicable
Law, to utilize the TO Strains in connection with the Pharmaceutical Products and Licensee’s Pharmaceutical Business.


 


2.7           No
Assignment of Licensor IP. Notwithstanding the foregoing, the License granted hereunder is not intended to be, and shall not
be construed as, an assignment by Licensor to Licensee, in part or in whole, of the ownership of the Licensor IP.


 


2.8           Pharmaceutical
Rights Only. The Parties recognize that, notwithstanding anything implicitly or explicitly to the contrary in this Agreement,
the License granted hereunder does not grant any rights with respect to any use of Licensor IP or Licensee IP other than with respect
to Licensee's Pharmaceutical Business within the Territory.


 


2.9           Third-Party
IP. If at any time Licensor has a right to use the intellectual property of a third-party (“Third-Party IP”), to
the extent permitted by such license or similar agreement, such Third-Party IP shall be deemed to be part of the Licensor IP and
subject hereto. Licensor shall use commercially reasonable efforts to permit the use of any Third-Party
IP by Licensee. 


 


Section 3.              Consideration,
Payment.


 


In consideration of the License
granted and the other Services (as hereinafter defined) provided pursuant to this Agreement, Licensee or an Affiliate of Licensee
has paid or caused to be paid to Licensor an aggregate of Two Million Five Hundred Thousand U.S. Dollars ($2,500,000) (the “Payment”),
of which $2,000,000 (the “USA Payment”) was paid to Licensor on behalf of Licensee and its Affiliate TO LLC. Licensor
hereby acknowledges that (a) the Payment was made timely, and constitutes full payment of all obligations under Section VII of
the MOU (as defined herein), and (b) that portions of such USA Payment shall be allocated to Licensee and TO LLC as payment of
consideration pursuant to this Agreement and the US Medical Cannabis License Agreement, as determined by Licensee and its Affiliates,
without duplication. No royalties or other payments are required hereunder.


 




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Section 4.               Term.


 


4.1           The
License granted under this Agreement is perpetual and non-revocable (subject to the terms hereof).


 


Section 5.               Licensor
Representations and Warranties.


 


5.1           Organization
of Licensor. Licensor is a corporation duly organized, validly existing and in good standing under the Laws of Israel. Licensor
has all requisite power and authority to own, lease and operate its properties and to carry on its business and is duly qualified
or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business
or the ownership, leasing, holding or use of its properties makes such qualification necessary, except such jurisdictions where
the failure to be so qualified or licensed or in good standing would not reasonably be expected to have a material adverse effect
on the ability of Licensor to consummate the transactions contemplated hereby.


 


5.2           Authority.
Subject to Section 8 hereof, Licensor has all requisite corporate power and authority to enter into this Agreement to which it
is a party and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part
of Licensor. This Agreement has been duly executed and delivered by Licensor and, assuming the due authorization, execution and
delivery by the Licensee, and subject to Section 8 hereof, this Agreement constitutes the valid and binding obligations of Licensor,
enforceable against Licensor in accordance with its terms, except as such enforceability may be subject to applicable bankruptcy,
reorganization, insolvency, fraudulent conveyance, moratorium and similar laws affecting the enforcement of creditors’ rights
and remedies generally and by general principles of equity.


 


5.3           Consents.
Subject to Section 8 hereof, no consent, waiver, approval, order or authorization of, or registration, declaration or filing with,
or notice to, any Governmental Authority, is required by or with respect to Licensor in connection with the execution and delivery
of this Agreement by Licensor or the consummation by Licensor of the transactions contemplated hereby except for (a) such consents,
approvals, orders, authorizations, registrations, declarations, filings and notices as may be required under Applicable Law and
(b) such other filings, authorizations, consents and approvals that if not obtained or made would not have a material adverse effect
on the ability of Licensor to consummate the transactions contemplated hereby.


 


5.4           No
Conflict. Subject to Section 8 hereof, the execution and delivery by Licensor of this Agreement, and the consummation of the
transactions contemplated hereby, do not and will not conflict with or result in any violation of or default under (with or without
notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation
or loss of any benefit under (a) any provision of the Organizational Documents of Licensor, or (b) any Applicable Law applicable
to Licensor or any of its properties (whether tangible or intangible) or assets, except, in the case of clause (b), for such conflicts,
violations or defaults as would not individually or in the aggregate reasonably be expected to have a material adverse effect on
the ability of Licensor to consummate the transactions contemplated hereby.


 


5.5           Intellectual
Property. Licensor is the owner or lawful licensee of the Licensor IP and has sufficient authority to grant Licensee the License
pursuant to this Agreement. Licensor has not entered into any additional licenses or other arrangements that may limit Licensor’s
rights or the rights of Licensee under this Agreement or which may reasonably be expected to lead to a claim of infringement or
invalidity regarding any portion of the Licensor IP or its use. Licensor has no knowledge of infringement of, or conflict with,
any license or other intellectual property right of any other third-party and there is no known claim pending, filed or threatened
against Licensor of infringement, interference or invalidity regarding the Licensor IP or its use. Licensor has not granted and
will not at any time during the Term grant or permit to exist any license or other contingent or non-contingent right, title or
interest under or relating to the Licensor IP to any of its employees, principal shareholders or family members of Licensor’s
principal shareholders or other third parties claiming rights derived from Licensor, that does or will conflict with or otherwise
undermine or impair the rights of Licensee hereunder, including any of Licensor's representations, warranties or covenants hereunder.
Notwithstanding the foregoing, Licensee acknowledges MedReleaf's interpretation of the MedReleaf License that it may conduct business
within the Territory, so long as it does not make use of "Tikun Olam's Varieties" or the Licensor Trademarks, and the
Parties agree that any such activity (to the extent performed by MedReleaf) shall not be deemed a breach of this Agreement by Licensor
or any agreement of Licensor with any Affiliate of Licensee.


 




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5.6           Legal
Proceedings. There are no actions pending or threatened against or by Licensor or any Affiliate of Licensor that challenge
or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. Subject to Section 8 hereof, no
event has occurred or circumstances exist that may give rise or serve as a basis for any such action. Licensor warrants that its
directors, officers, and management employees have not been convicted of any drug-related felony or of a crime related to fraud.


 


Section 6.               Licensee
Representations and Warranties.


 


6.1           Organization
of Licensee. Licensee is a limited liability company duly organized, validly existing and in good standing under the Laws of
Delaware. Licensee has all requisite power and authority to own, lease and operate its properties and to carry on its business.


 


6.2           Authority.
Subject to Section 8 hereof, Licensee has all requisite corporate power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated hereby has been duly authorized by all necessary corporate action on the part of Licensee. This Agreement has been
duly executed and delivered by Licensee and, assuming the due authorization, execution and delivery by the other Parties hereto
(other than Licensee), and subject Section 8 hereof, this Agreement constitutes the valid and binding obligations of Licensee,
enforceable against Licensee in accordance with its terms, except as such enforceability may be subject to applicable bankruptcy,
reorganization, insolvency, fraudulent conveyance, moratorium and similar laws affecting the enforcement of creditors’ rights
and remedies generally and by general principles of equity.


 


6.3           Consents.
Subject to Section 8 hereof, no consent, waiver, approval, order or authorization of, or registration, declaration or filing with,
or notice to, any Governmental Authority, is required by or with respect to Licensee in connection with the execution and delivery
of this Agreement or the consummation by Licensee of the transactions contemplated hereby except for (a) such consents, approvals,
orders, authorizations, registrations, declarations, filings and notices as may be required under Applicable Law and (b) such other
filings, authorizations, consents and approvals that if not obtained or made would not have a material adverse effect on the ability
of Licensee to consummate the transactions contemplated hereby.


 


6.4           No
Conflict. Subject to Section 8 hereof, the execution and delivery by Licensee of this Agreement and the consummation of the
transactions contemplated hereby, do not and will not conflict with or result in any violation of or default under (with or without
notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation
or loss of any benefit under (a) any provision of the Organizational Documents of Licensee, or (b) any Applicable Law applicable
to Licensee or any of its properties (whether tangible or intangible) or assets, except, in the case of clause (b), for such conflicts,
violations or defaults as would not individually or in the aggregate reasonably be expected to have a material adverse effect on
the ability of Licensee to consummate the transactions contemplated hereby.


 


6.5           Legal
Proceedings. There are no actions pending or, to Licensee’s knowledge, threatened against or by Licensee or any Affiliate
of Licensee that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. Subject
to Section 8 hereof, no event has occurred or circumstances exist that may give rise or serve as a basis for any such action. Licensee
warrants that its managers, directors, officers, and management employees have not been convicted of any drug-related felony or
of a crime related to fraud.


 




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Section 7.              Covenants.


 


7.1           Licensor
Covenants. Licensor shall:


 


(a)          Continue
to conduct research and development efforts in connection with the Pharmaceutical Business within Israel and assist Licensee (at
its request) with such research and development worldwide;


 


(b)          provide
to Licensee and its Affiliates training and assistance with research and development in connection with Licensee’s Pharmaceutical
Business (the “Training Services”). In this connection, Licensor shall use a reasonable degree of care ordinarily provided
consistent with good industry practices, at no lower standard than Licensor provides for itself, relating to training of the Licensee’s
the staff and employees of Licensee, to the extent required or requested by Licensee;


 


(c)          assist
Licensee with design and establishment of operations in connection with the cultivation and production of Cannabis and extracts
for Pharmaceutical Products (collectively, “Design and Operations Services”). In this connection, Licensor shall use
a reasonable degree of care ordinarily provided consistent with good industry practices, at no lower standard than Licensor provides
for itself in connection with the design, establishment and operation of Licensor’s Cannabis Business, and in any event in
a manner and to the extent sufficient to comply with Applicable Law;


 


(d)          assist
Licensee in connection with conducting Clinical Trials and provide all related Clinical Trials Services. In this connection, Licensor
shall use a reasonable degree of care, ordinarily provided consistent with good industry practices, at no lower standard than Licensor
provides for itself in connection with its own research studies and clinical trials in Israel related to Cannabis Products, including
extracts, and in any event in a manner and to the extent sufficient to comply with Applicable Law; and


 


(e)          devote
and pay not less than an aggregate of Three Hundred Seventy-Five Thousand U.S. Dollars ($375,000) to further develop and enhance
the Licensor IP, including in connection with (i) patent prosecution, (ii) purchasing of equipment, and (iii) by funding up to
Two Hundred Fifty Thousand U.S. Dollars ($250,000) in connection with the Clinical Trials, in amounts equal to funding therefor
provided by Licensee and its Affiliates. In addition, Licensee, together with its Affiliates, TO LLC and the Pharmaceutical Affiliate,
or such other Affiliates of Licensee as Licensee may determine, shall pay the aggregate remaining costs in connection with such
Clinical Trials, if any. The obligations of Licensee and its Affiliates pursuant to this Section 7.1(e) shall be shared as determined
by Licensee between Licensee and its Affiliates. The obligations of Licensor, Licensee or any of its Affiliates under this Section
7.1(e) and the obligations of Licensee’s Affiliates under any similar provisions of any other agreements, including the Affiliate
License Agreements, shall not be duplicative of each other. Accordingly, the aggregate financial commitment of each of Licensor
(on the one hand) and of Licensee and its Affiliates (on the other hand) pursuant to clause (iii) above shall be such Two Hundred
Fifty Thousand U.S. Dollars ($250,000), and the amounts required pursuant to the second sentence of this Section 7.1(e) shall be
shared among Licensee and its Affiliates. Licensee and Licensor acknowledge and agree that as of the date hereof, Licensor has
already contributed $125,000 toward its obligations pursuant to clauses (i) and (ii) of this Section 7.1(e) and shall therefore
only be required to contribute an additional $250,000, which shall be applied toward Licensor’s obligation to pay for 50%
of the aggregate costs in connection with the Clinical Trials as set forth in clause (iii) above of this Section 7.1(e), any Clinical
Trials as set forth in clause (iii) of Section 7.1(e) of the Affiliate Pharmaceutical License Agreement or any Clinical Trials
as set forth in clause (iii) of Section 7.1(e) of the US Medical Cannabis License Agreement.


 




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7.2           Licensee
Covenants. Licensee shall:


 


(a)          without
prejudice to Section 7.1(e), in connection with the Services provided pursuant to Section 7.1, reimburse Licensor for all reasonable
and actual out-of-pocket expenses (the “Expenses”), including the cost of air travel, accommodations and meals for
employees of Licensor who in so providing such Services are required to travel outside Israel (not including salaries or other
compensation paid to its employees, consultants, or related parties, except as Licensee may otherwise agree in writing), in each
case upon submission of appropriate documentation evidencing such Expenses consistent with Licensee’s customary expense reimbursement
policies; The obligations of Licensee or any of its Affiliates under this Section 7.2 and the obligations of Licensee’s Affiliates
under any similar provisions of the Affiliate License Agreements shall not be duplicative of each other; and


 


(b)          use
commercially reasonable efforts to obtain any necessary FDA and other jurisdictional, governmental, regulatory approvals to the
extent required by Applicable Law in connection with the Pharmaceutical Business in the Territory.


 


Section 8.              Regulatory
Disclosures.


 


8.1           The
Parties acknowledge and agree that there is (a) an unpredictable regulatory environment in the area of cannabis law and that existing
or new laws, interpretations of law, or enforcement policies may adversely impact the Parties’ business and (b) notwithstanding
the laws of various U.S. states and other jurisdictions, Cannabis is a prohibited Schedule I controlled substance under United
States federal law.


 


8.2           Legal
Risks. The Parties acknowledge and agree that Licensee faces certain legal risk which include, but are not limited to, the
following:


 


(a)          Licensee
and its suppliers or vendors, including Licensor, could be subject to criminal prosecution at any time by United States or other
Governmental Authority;


 


(b)          United
States or other Governmental Authority may take actions to stop, hinder, delay or harm Licensee or take other actions that would
be detrimental to Licensee; and


 


(c)          This
Agreement may be deemed void for illegality in whole or in material part.


 




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Section 9.              Confidentiality.


 


From time to time during
the term of this Agreement, either Party (as the ”Disclosing Party”) may disclose or make available to the other
Party (as the ”Receiving Party”) information which is considered proprietary or confidential by that Party, including
without limitation: technology, business practices, trade secrets, processes, policies, procedures, techniques, technical information,
formulae, plant strains, financial/financing contacts, investors, contractors, specifications, information data, the identity and
special needs of customers or potential customers, databases, data, systems, methods of operation, client or customer lists, solicitation
leads, marketing or advertising materials, techniques, know-how, processes, cost data, marketing data, business data, technical
data and other technical know-how, Intellectual Property, trade secrets, third-party confidential information and other sensitive
or proprietary information, whether orally or in written, electronic or other form or media, whether disclosed to the other Party
or obtained by such Party through observation or examination of the other Party’s facilities or procedures or materials,
and whether or not marked, designated or otherwise identified as “confidential” (collectively, ”Confidential
Information”). Confidential Information shall not include information that, at the time of disclosure and as established
by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of, directly or
indirectly, any breach of this Section 9 by the Receiving Party or any of its Representatives; (ii) is or becomes available to
the Receiving Party on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited
from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its Representatives
prior to being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party
without reference to or use, in whole or in part, of any of the Disclosing Party's Confidential Information; or (v) is required
to be disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or Governmental
Authority of competent jurisdiction. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing
Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential
Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party's Confidential
Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations
under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's
Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise
its rights or perform its obligations under the Agreement. The Receiving Party shall be responsible for any breach of this Section
9 caused by any of its Representatives. On the expiration or termination of the Agreement, the Receiving Party shall promptly return,
and shall require its Representatives to return to the Disclosing Party all copies, whether in written, electronic or other form
or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing
Party that such Confidential Information has been destroyed. Neither Party will use any Residual Information for any purpose whatsoever,
including without limitation, the development of its own products or business. The Parties’ obligations under this Section
9 shall continue indefinitely and shall survive the termination of this Agreement. In addition to all other remedies available
at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its Representatives
to prevent the breach or threatened breach of this Section 9 and to secure its enforcement.


 


Section 10.             Intellectual
Property Matters.


 


10.1         Inspection
and Quality Control. Licensee agrees to affix to all Pharmaceutical Products for sale to third parties (and not Pharmaceutical
Products held for internal use) that utilize the Licensor IP and any promotional and packaging material in connection with such
Pharmaceutical Products, such Marks and notices of the Licensor IP, as shall be reasonably requested by Licensor, to the extent
practicable and consistent with commercial practice. Licensee agrees to obtain Licensor’s specific written instructions with
respect to the content and placements of all such notices required pursuant to this Section 10, which Licensor agrees to provide
promptly. At all times when Licensee commercially uses the Licensor IP, to the extent practicable and consistent with commercial
practice, Licensee shall note that Licensee’s use is made under license and shall indicate the owner of the Licensor IP.


 


10.2         Licensee
agrees that Licensor shall have the right, at all reasonable times, upon no less than fifteen (15) Business Day’s prior written
notice to Licensee, to inspect the premises of Licensee and elsewhere as Licensor considers necessary in order to verify Licensee's
compliance with the terms hereof, including for appropriate quality control with respect to Licensee's use of the Licensor Trademarks.


 


10.3         Licensee
agrees that it will not do or permit any act or thing that would endanger any proprietary right of Licensor with respect to the
License granted pursuant to this Agreement and that Licensee will not claim any proprietary interest in the Licensor IP (including
the Third-Party IP). Licensee agrees to cooperate with Licensor in registering, protecting and defending the License, including,
but not limited to, if so requested by Licensor, executing and filing any and all documents and papers necessary or advisable in
order to register or protect the License, including, without limitation, this Agreement or an abstract hereof.


 




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10.4         In
utilizing the Licensor IP in accordance with the terms of this Agreement, Licensee shall apply the same standards that Licensee
uses for Licensee's own Intellectual Property and shall not utilize any of the Licensor IP (including without limitation, the Licensor
Trademarks):


 


(a)          in
such a fashion that would cause confusion with, dilute or damage the reputation or image of Licensor, its products or services;
provided however, that Licensee shall not be considered to be in breach of this Section 10.4(a) as a result of the sale by Licensee
of Pharmaceutical Products bearing the Licensor name or other Licensor Trademarks; and/or


 


(b)          in
connection with any material that is obscene, pornographic, excessively violent, libelous or defamatory.


 


10.5         Licensee
shall have the right, but not the obligation, at its own expense, to take any action it deems advisable in its sole discretion
to apply for and prosecute registration of or otherwise protect the Licensor IP (including without limitation, the TO Strains and
Licensor Trademarks) and the New IP (including without limitation, New Strains and Essentially Derived Varieties) in connection
with the Pharmaceutical Products or the Pharmaceutical Business in the Territory. Licensor agrees to cooperate with Licensee in
registering, protecting and defending the Licensor IP, including, but not limited to, if so requested by Licensee, executing and
filing any and all documents and instruments necessary or advisable in order to register or protect the Licensor IP. All filings,
registrations and applications shall be made in the name of the Party designated as the owner of the applicable Intellectual Property
in accordance with the provisions of Section 2.2 hereof.


 


Section 11.            Use
of Licensor Trademarks.


 


11.1         Licensor
hereby grants to Licensee and its Affiliates a right and license to use and to sublicense the right to use the Licensor Trademarks
in connection with the Pharmaceutical Business, corporate names, and advertising, marketing, promoting and selling of Pharmaceutical
Products and other related services within the Territory.


 


11.2         The
Parties recognize the value of the goodwill associated with the Licensor Trademarks, and acknowledge that the Licensor Trademarks
and all rights therein, as well as the goodwill which accrues during the term of this Agreement, belongs exclusively to the Licensor,
and the Licensee shall not acquire any rights in the Licensor Trademarks, other than as expressly granted in this Agreement. Licensee
shall not do anything inconsistent with Licensor's ownership of its Licensor Trademarks. In particular, but without limitation,
Licensee shall not attack the validity of the Licensor Trademarks or the Licensor's rights in and to its Licensor Trademarks. Subject
to the terms and provisions hereof, the Licensor retains the right to use and to license the use
of its Licensor Trademarks for any and all goods or services.


 


11.3         Licensee
shall not misuse or misappropriate any of the Licensor Trademarks. Licensee shall not engage in any conduct that impairs or might
tend to impair the validity or enforceability of any of the Licensor Trademarks or any registrations of any of the Licensor Trademarks,
or that dilutes or might dilute the distinctive quality of any of the Licensor Trademarks, or that disparages or might disparage
any of the Licensor Trademarks. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Licensee may not
use any of the Licensor Trademarks on any materials or products unless it has received Licensor's prior written approval for such
use, which shall not be unreasonably withheld, delayed or conditioned, except that Licensee shall not be required to obtain such
approval in connection with the use of Licensor Trademarks on materials or products which does not materially differ from previously
approved uses.


 


11.4         In
addition to each Party’s other rights and remedies under this Agreement or otherwise, Licensee shall upon receipt of notice
from the Licensor immediately discontinue any use of, and remove from its premises, all materials bearing any of the Licensor Trademarks,
including any signs, labels, stationery, advertising, promotional material and literature that, in Licensor's reasonable opinion,
constitutes an improper use of the Licensor Trademarks or reflects non-negligibly adversely on Licensor's reputation or brand image
or any of its corporate affiliates or partners or on any of Licensor’s products or services.


 




    	 	9	 



     


    

 


11.5         All
graphics, trademarks, service marks, trade names, trade dress, word marks, design marks, slogans and domain names, and all images,
logos, artwork, text and other works of authorship (collectively, the “Marks”), created by or on behalf of Licensor
that include or refer to the Licensor Trademarks, shall belong exclusively to Licensor, and Licensee assigns Licensor all rights,
title and interest in and to said items; provided, that any Marks created by Licensee or its representatives that include or refer
to the Licensor Trademarks or which are based on or derived from or combined with any Licensor IP in connection with its business
shall be deemed to be Licensee IP, shall be owned by Licensee and shall be used by Licensor pursuant to Section 2.4 hereof subject
to all restrictions applicable to New IP. Notwithstanding anything to the contrary herein, all Marks owned by Licensee, to the
extent subject to Section 2.4 hereof shall, except with the written consent of Licensee, be used by Licensor in the form created
by Licensee without material modification thereto except to the extent required by Applicable Law or applicable Governing Authority.


 


11.6         Licensee
shall not engage in any conduct or take part in any activity that is or might be considered unfair competition or an infringement
or other violation of the Licensor's rights in the Licensor Trademarks. Except as otherwise provided herein, Licensee acknowledges
that it has no right whatsoever to object to or otherwise prevent the Licensor from allowing any other person to display the Licensor
Trademarks or use them as part of any firm, corporation or business name except that Licensor shall not use or permit the use of
Licensor Trademarks in the Territory in connection with any business which is similar to or competitive or potentially competitive
with the Licensee’s Pharmaceutical Business in the Territory.


 


Section 12.            Third-Party
Infringement.


 


12.1         Report
of Infringement. With respect to any Licensor IP subject to the License, including Licensor Trademarks, when information comes
to the attention of the Licensee to the effect that any of the licensed rights have been or are threatened to be infringed by a
third-party (including any propagation, production or reproduction of the TO Strains or New IP) in violation with the terms of
this Agreement, the Licensee shall notify the Licensor in writing of any such infringement or threatened infringement of which
it has become aware.


 


12.2         Action
by Licensee. Subject to Section 12.3, in the event of an infringement or threatened infringement by a third-party of the Licensor
IP in the Territory, Licensee shall take reasonable action, to stop any infringement or otherwise to enforce its rights, and the
Licensor shall cooperate in any such action as reasonably requested. If the Licensee initiates legal action against the infringing
party, the Licensee shall have the exclusive right to direct and control the litigation and any settlement thereof. Licensor shall
not have any rights against the Licensee for damages or other remedy by reason of the Licensee’s alleged failure to prosecute
any alleged infringements or imitations by others of the Licensor Trademarks, except as set forth herein. If Licensee does not
diligently initiate legal action against the infringing party, then the Licensor shall have the exclusive right to bring suit,
direct and control the litigation, and any settlement thereof (solely with respect to Licensor’s rights), at the equal expense
of both Parties. The Licensee shall, at its’ expense, cooperate in any such Licensor action and any settlement thereof as
reasonably requested.


 




    	 	10	 



     


    

 


12.3         Licensor
Contribution. In the event that Licensee takes action pursuant to paragraph 12.2 above, Licensor shall pay to Licensee an amount
equal to one-half of the costs and expenses (including attorney’s fees and expenses and costs of investigation) relating
thereto (the “Infringement Contribution”) up to an aggregate amount equal to $200,000 (the “Cap”), which
Cap shall include all of Licensor’s payments to (a) TO LLC pursuant to the US Medical Cannabis License Agreement, and (b)
the Pharmaceutical Affiliate pursuant to the Affiliate Pharmaceutical License Agreement, in each case with respect to the similar
Infringement Contributions included therein. The Infringement Contribution shall be payable solely by means of offset against any
royalties due to Licensor in accordance with Section 3 of the US Medical Cannabis License Agreement (the "MM Royalties"),
in which event Licensee and its Affiliates shall determine an appropriate allocation of the applicable Infringement Contribution.
Notwithstanding the foregoing, if the aggregate amount of the Infringement Contribution, whether pursuant to this Section 12.3
or under any similar provision under the Affiliate License Agreements shall exceed the Cap, Licensor shall, subject to the foregoing
allocation, nevertheless participate in and contribute towards such costs, solely by means of offset against any MM Royalties due
to Licensor in accordance with the US Medical Cannabis License Agreement, up to the following amounts: (i) an amount equal to 10%
of the first $500,000 of MM Royalties due to Licensor during any calendar year, plus (ii) an amount equal to 15% of any MM Royalties
due to Licensor during any calendar year exceeding the first $500,000 of MM Royalties (e.g., in a year in which the total amount
of MM Royalties due to Licensor is $800,000, the maximum additional payment on account of the Infringement Contribution shall be
$95,000, and if the total required Infringement Contribution is higher than such amount, the balance may only be deducted from
MM Royalties due in future years). For removal of doubt, other than consenting to the partial offset of the MM Royalties due to
Licensor and their transfer from TO LLC to Licensee in accordance with the provisions of this Agreement and the US Medical Cannabis
License Agreement, Licensor shall have no liability towards Licensee for the payment of the Infringement Contribution, nor shall
Licensee have any claim or demand against Licensor if TO LLC refuses to or refrains from performing any offset or transfer any
amount so offset by it to Licensee.


 


12.4         Enforcement
of Rights Upon Sale of Land. Should Licensee or any person on its behalf sell, convey, transfer to or otherwise dispose of
any real property on which any of the TO Strains or New Strains shall have been cultivated in connection with the Pharmaceutical
Products or the Pharmaceutical Business, Licensee shall inform Licensor in writing, in advance of such sale, conveyance, transfer
or disposition of the land and provide reasonable details regarding the intended transferee thereof. Licensee shall inform transferee
of Licensor's rights pursuant to this Agreement and obtain transferees' undertaking to destroy and not to use in any manner any
seeds, plants or propagation materials which may remain in or on the land. Licensee shall be responsible to enforce, at Licensee's
expense, any breach by transferee of said undertaking.


 


Section
13.            Indemnification.


 


13.1         Indemnity
by Licensor. Licensor shall defend, indemnify and hold harmless Licensee and its officers, directors, employees, shareholders,
agents, successors and assigns from and against any and all Losses, as incurred, resulting from, or arising out of (i) any claim,
suit, action or proceeding against Licensee which alleges that any Licensor IP or deliverable hereunder infringes upon, misappropriates
or violates any patents, copyrights, trademarks or trade secret rights or other proprietary rights of persons, firms or entities
who are not parties to this Agreement (an “Infringement Claim”); (ii) any gross negligence, willful misconduct or misrepresentation
by Licensor or its representatives; or (iii) any material breach of this Agreement by Licensor, its officers, directors, employees,
principal shareholders or Affiliates. Notwithstanding anything to the contrary in this Agreement, the use of any extracts, seeds,
plants or propagation materials of the TO Strains provided by Licensor pursuant to Section 2.6 above, and any reproduction thereof,
shall be tested on a regular basis by Licensee, and any use thereof shall be at the sole risk of Licensee with respect to medical
risk.


 


13.2         Indemnity
by Licensee. Licensee shall defend, indemnify and hold harmless Licensor and its officers, directors, employees, shareholders,
agents, successors and assigns from and against any and all Losses, as incurred, resulting from, or arising out of (i) any claim,
suit, action or proceeding against Licensor which alleges that Licensee IP (other than if the claim, suit, action or proceeding
results from an Infringement Claim subject to Section 13.1) infringes upon, misappropriates
or violates any patents, copyrights, trademarks or trade secret rights or other proprietary rights of persons, firms or entities
who are not parties to this Agreement; (ii) any gross negligence, willful misconduct or misrepresentation by Licensee or its representatives;
or (iii) any material breach of this Agreement by Licensee, its officers, directors, employees, principal members or Affiliates.


 




    	 	11	 



     


    

 


13.3         Indemnification
by Licensor for Infringement Claims. In the case of an Infringement Claim for indemnification pursuant to Section 13.1(i),
Licensee shall promptly notify the indemnifying party in writing of any Infringement Claim and cooperate with Licensor at Licensor’s
sole cost and expense. Licensor shall immediately take control of the defense and investigation of such Infringement Claim, assert
all reasonable counterclaims, seek to recover all Losses and shall employ counsel of its choice to handle and defend the same,
at its sole cost and expense. Licensor shall bear the cost of any related proceedings and shall be entitled to retain all sums
recovered in any action for its own account. If Licensor obtains a decision in its favor, and the sums recovered by Licensor are
less than Licensor’s legal and other applicable costs and expenses (including but not limited to, costs of investigation)
in connection therewith (the “Shortfall”), Licensee shall pay the Shortfall to Licensor. If Licensor does not obtain
a decision in its favor, Licensor shall pay all costs in connection with the Infringement Claim, including but not limited to,
costs of investigation and reasonable attorneys’ fees and expenses incurred and will indemnify and hold harmless Licensee
for any and all Losses incurred by Licensee with respect to its business in connection with such Infringement Claim. Licensor shall
not settle any Infringement Claim in a manner that adversely affects the rights of Licensee without the Licensee’s prior
written consent, which shall not be unreasonably withheld or delayed. Licensee’s failure to perform any obligations under
this Section 13.3 shall not relieve Licensor of its obligations hereunder except to the extent that the Licensor can demonstrate
that it has been materially prejudiced as a result of such failure by Licensee. Licensee may participate in and observe the proceedings
at its own cost and expense.


 


13.4         Procedures
for Third-Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement
Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified
Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the
party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified
Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice
will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying
Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and
if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party)
to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the
case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the
Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges
in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting
from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense
if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party
claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified
Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified
Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or
more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding,
action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing
to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified
Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully
informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any
claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described
in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel
to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of
the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand
which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall
not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior
written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement
is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that
is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails
to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing
the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.


 




    	 	12	 



     


    

 


13.5         Procedures
for Inter-Party Claims. In the event that an Indemnified Party determines that it has an indemnification claim against an Indemnifying
Party hereunder (other than as a result of a Third-party Claim or Infringement Claim), the Indemnified Party shall give prompt
written notice thereof to the Indemnifying Party, specifying in reasonable detail, to the extent then known, the amount of such
claim and any relevant facts and circumstances relating thereto. The Indemnified Party and the Indemnifying Party shall negotiate
in good faith for the thirty (30) day period following receipt of such notice regarding the resolution of any disputed indemnification
claims. If no resolution is reached with regard to such disputed claim between the Indemnifying Party and the Indemnified Party
within such thirty (30) day period, the Indemnified Party shall, subject to Section 16.5 hereof (but without any duplication of
the foregoing 30-day resolution period), be entitled to seek appropriate remedies in accordance with the terms hereof. In the event
that the Indemnified Party is required to institute legal proceedings in order to recover its indemnification claims hereunder,
the cost of such legal proceedings (including costs of investigation and reasonable attorneys’ fees and disbursements) shall
be added to the amount of the indemnification claims payable to the Indemnified Party if the Indemnified Party recovers the indemnification
claims in such legal proceedings. In the event that a party hereto claiming to be an Indemnified Party institutes legal proceedings
in order to recover indemnification claims hereunder and the applicable court refuses to award any related amounts to such party,
such party shall reimburse the defending party for the cost of such legal proceedings (including costs of investigation and reasonable
attorneys’ fees and disbursements).


 


13.6         Recoveries.
For purposes of this Section 13, any calculation of Losses shall be net of (i) any insurance proceeds actually received by the
Indemnified Party with respect to such Losses (net of any costs of recovery of such insurance proceeds, including premium increases),
and (ii) any monies actually received by the Indemnified Party with respect to such Losses pursuant to any indemnification obligations
owed thereto by any third parties (net of any costs of recovery of such monies), and shall be exclusive of any amounts paid by
Licensor pursuant to Section 12.3.


 


13.7         Offset.
In the event that the Licensee has a Claim against Licensor arising under Section 13 of this Agreement, Licensee shall be entitled
to request TO LLC to offset on Licensee’s behalf the amount of such Claim against any amounts due to Licensor pursuant to
Section 3 of US Medical Cannabis License Agreement; provided, that (i) any amount so offset shall be separate and apart from, and
shall not be subject to any of the limitations set forth in, Section 12.3 hereof or in any corresponding provision of the Affiliate
License Agreements, and (ii) such offset shall be exercised in the following manner:


 


(a)          Licensee
shall first send to the Licensor a notice (the “Offset Notice”) specifying the amount of Licensee's claim and the manner
in which it was calculated, identifying, to the extent applicable, the provisions hereof asserted to give rise to the Claim and
briefly identifying the facts which constitute the basis of such obligation or Claim.


 


(b)          Within
30 days after Licensee delivers the Offset Notice to Licensor, Licensor shall deliver to Licensee a written notice (the “Dispute
Notice”) identifying in reasonable detail which Claims, or parts thereof, Licensor questions in good faith or does not question
in good faith, as the case may be, and the reasons therefor. If within 30 days after giving the Offset Notice, Licensee does not
receive a Dispute Notice from Licensor, Licensee shall be entitled to request TO LLC in writing, with a copy to Licensor, to offset
the amount of any such Claim against payments due from TO LLC to Licensor pursuant to Section 3 of the US Medical Cannabis License
Agreement; provided, that if such Claim is later defeated, defensed, settled or otherwise resolved for a cost to Licensee (the
“Claim Resolution Amount”) which is less than the amount offset with respect to such Claim, then Licensee shall promptly
instruct TO LLC to remit to Licensor the amount of the difference between the amount of such offset and the Claim Resolution Amount;
provided, that if such instruction to TO LLC is not effectuated by TO LLC, then Licensee shall remit such amount directly to Licensor.


 




    	 	13	 



     


    

 


(c)          If
within 30 days after giving the Offset Notice, Licensee receives a Dispute Notice from Licensor, then (i) with respect to any portion
of a Claim not questioned, the offset provisions of Section 13.7(b) above shall apply, and (ii) with respect to any portion of
a Claim questioned, Licensee shall be entitled to request TO LLC to provisionally offset the amount thereof against MM Royalties
due from TO LLC to Licensor pursuant to Section 3 of the US Medical Cannabis Agreement, by depositing any such amount in escrow
with legal counsel to TO LLC.


 


(d)          Any
amounts questioned and held in escrow pursuant to Section 13.7(c)(ii) shall be held until six (6) months from the date of Licensee’s
receipt of a Dispute Notice from Licensor, unless by such date the Claim becomes subject to a litigation, arbitration or other
legal proceeding between the Parties or against one or more of the Parties (a ”Proceeding”). In the event the Claim
does not become subject to a Proceeding within 6 months from the date of Licensee’s receipt of a Dispute Notice from Licensor,
the funds held in escrow pursuant to Section 13.7(c)(ii) shall thereupon be promptly delivered to Licensor. In the event the Claim
becomes subject to a Proceeding within 6 months from the date of Licensee’s receipt of a Dispute Notice from Licensor, the
funds shall continue to be held in escrow until the Claim in respect thereof is resolved by agreement of the parties or an order
of a court of competent jurisdiction directs payment of the disputed amount.


 


(e)          Upon
resolution of a Claim in accordance with the provisions of Section 13.7(d), the funds held in escrow pursuant to Section 13.7(c)(ii)
shall thereupon be promptly delivered to Licensor to the extent required in accordance with the terms of the resolution of such
Claim, and to the extent not so required to be so paid over to Licensor shall be paid to Licensee in settlement of its Claim, and
all interest or other income, if any, which has been earned with respect to any such cash amount shall be allocated between Licensor
and Licensee in proportion to their respective entitlements to such sum. Licensee and Licensor shall have no other responsibility
or liability to account for any interest with respect to any amount so withheld or otherwise with respect to any Claim.


 


13.8         No
Punitive, Exemplary or Aggravated Damages. In no event shall either Party be liable to the other Party for any claim for punitive,
exemplary or aggravated damages or any indirect or consequential Losses in connection with a breach of this Agreement.


 


13.9         Survival.
The obligations of each Party under this Section 13 shall survive the termination or expiration of this Agreement.


 


Section
14.            Non-Competition.


 


14.1         During
the term of this Agreement and for a period of twelve (12) months following the termination or cancellation of this Agreement,
Licensor and any Affiliate thereof, will not market or sell Pharmaceutical Products derived from Cannabis or provide advisory services
relating thereto in the Territory without the prior written consent of Licensee, which after a Licensor Exit Event will not be
unreasonably withheld, delayed or conditioned; provided, that in such event reasonable provisions are effectuated to protect Licensee’s
confidential information and business operations.


 




    	 	14	 



     


    

 


14.2         During
the term of this Agreement and for a period of twelve (12) months following the termination or cancellation of this Agreement,
subject to the Affiliate License Agreements, Licensee and its Affiliates will not, outside the Territory, without first obtaining
the written consent of Licensor, market or sell Cannabis Products or provide advisory services relating thereto; provided, that
the above restriction shall not apply with respect to Acquired IP and Licensee Excluded IP (and with respect to Licensee Excluded
IP, subject to Section 2.7).


 


14.3         The
obligations of each Party under this Section 14 run and inure to the benefit of each Party together with their successors and permitted
assigns and shall survive the termination or expiration of this Agreement.


 


Section 15.            Notices.
All notices, claims or other communications to be given or delivered under or by reason of the provisions of this Agreement shall
be in writing and sent to the Parties at the addresses indicated below or to such other address or to the attention of such other
Person as the recipient party has specified by prior written notice to the sending party. Each such notice or other communication
to be given or delivered shall be treated as effective or having been given (i) if delivered by hand, messenger or courier
service, when delivered, or (ii) if sent via an internationally-recognized overnight courier service, freight prepaid, specifying
next-business-day delivery, one Business Day after deposit with the courier, or (iii) if sent via mail, at the earlier of
its receipt or ten (10) days after the same has been deposited in a regularly-maintained government receptacle for the deposit
of mail, or (iv) if sent via facsimile, upon confirmation of facsimile transfer, if sent during normal business hours of the
recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next Business Day, or (v)
if sent via email, PDF or by other electronic mail, upon its delivery, if sent during normal business hours of the recipient, or
if not sent during normal business hours of the recipient, then on the recipient’s next Business Day. All notices, claims
and other communications hereunder may be given by any other means, but shall not be deemed to have been duly given unless and
until it is actually received by the intended recipient.


 


	If to Licensor:	Tikun Olam Ltd.
	 	183 Gvirol Street
	 	Tel Aviv, Israel
	 	Attention: Tsachi Cohen, Director & Aharon Lutzky, CEO
	 	Fax:  +972-3-6006201
	 	Email: tsachi@tikun-olam.co.il; aharon@tikun-olam.co.il
	 	 
	with a copy to:	Shenker – Lax Law Offices
	 	Rogovin Tidhar Tower,
	 	11 Menachem Begin Rd., 12th floor
	 	Ramat Gan
	 	Attention: Oren Shenkar, Adv.
	 	Fax: +972-3-6006201
	 	Email:  Oren@sl-adv.co.il
	 	 
	If to Licensee:	TO Pharmaceuticals LLC
	 	77 Water Street
	 	8th floor
	 	New York, New York 10005
	 	Attention: Chief Executive Officer
	 	Fax: (646) 722-4101
	 	Email: IR@tikunolam.us
	 	 
	with copies to:	Kaufman & Associates, LLC
	 	200 Motor Parkway, Suite B-13
	 	Hauppauge, New York 11788
	 	Attention: Neil M. Kaufman, Esq.
	 	Fax: (516) 410-1007
	 	Email:  nkaufman@kaufman-associates.com
	 	 
	 	and
	 	 
	 	bernie@tikunolam.com
	 	stephen@tikunolam.com


 




    	 	15	 



     


    

 


Section
16.            Miscellaneous.


 


16.1         Cooperation.
Both Parties agree reasonably to cooperate with and assist each other in connection with the License granted under this Agreement
and the development and success of Licensee’s Pharmaceutical Business within the Territory.


 


16.2         Prior
Agreements/Oral Modification. Except as otherwise provided herein, this Agreement supersedes all prior agreements and constitutes
the entire agreement and understanding between the Parties or otherwise with respect to the subject matter of this Agreement, including
without limitation that certain Memorandum of Understanding dated as of April 19, 2015 between Licensor and Innocuous, LLC, a New
York limited liability company, as amended by that certain letter agreement dated as of September 17, 2015 (the “MOU”).
This Agreement may not be amended, modified in any manner or terminated orally or by course of conduct; no amendment, modification,
termination or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by the Parties against
whom the same is sought to be enforced. In the event of any explicit or implicit contradiction between the terms of this Agreement
and the terms of the MedReleaf License which are applicable to Licensor or relate to the Tikun Olam IP (as defined in the MedReleaf
License) the provisions of this Agreement shall prevail as between the Parties hereto.


 


16.3         Attorney’s
Fees. Each party shall bear its own costs and expenses in connection with (a) the negotiation, execution and delivery of this
Agreement and (b) any judicial or other action at law or equity that is brought by one of the Parties to this Agreement to enforce
or interpret the provisions of this Agreement, in each case except as otherwise provided herein.


 


16.4         Governing
Law; Jurisdiction. This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State
of New York, without regard to the conflict of laws provisions thereof. The Parties agree that, in the event of any action or suit
as to any matters of dispute between the Parties, service of any process may be made upon the other Party in the same manner as
the giving of notices under Section 16 of this Agreement. Notwithstanding anything to the contrary contained herein, in the event
that any provision of this Agreement is unenforceable under the laws of the State of New York, and such provision is enforceable
under the laws of any other state or jurisdiction, the Parties expressly agree that said provision shall be interpreted and construed
under the laws of that state or jurisdiction.


 




    	 	16	 



     


    

 


16.5         Dispute
Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the
breach thereof, the Parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this
effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach
a just and equitable solution satisfactory to both Parties. If the dispute cannot be settled through negotiation within a period
of seven (7) days, the Parties agree to attempt in good faith to settle the dispute through mediation, administered by a mediator
mutually agreeable to both Parties, before resorting to arbitration. If they do not reach such solution, or an agreed upon mediator
cannot be identified, within a period of thirty (30) days, then, upon notice by either Party to the other, all disputes, claims,
questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association, in New
York, New York, in accordance with the provisions of that organization’s Commercial Arbitration Rules. The dispute shall
be heard and determined by a panel of three (3) arbitrators, unless otherwise agreed by the Parties. In such case, each Party shall
each select one (1) arbitrator. The arbitrator selected by the claimant and the arbitrator selected by respondent shall, within
ten (10) days of their appointment, select a third neutral arbitrator. In the event that they are unable to do so, or if for any
reason the three (3) arbitrators are not timely empanelled, the Parties, or either of them, or their attorneys, may request that
the American Arbitration Association appoint the third or any other necessary arbitrator. Prior to the commencement of hearings,
each of the arbitrators appointed shall provide an oath or undertaking of impartiality. The United States Arbitration Act shall
govern the interpretation, enforcement, and proceedings pursuant hereto. Notwithstanding any provision hereof, any applicable law
or public policy considerations, including without limitation any possible illegality or unenforceability of this Agreement or
any portion hereof due to the subject matter hereof, the arbitrators shall interpret this Agreement giving full effect to the terms
and provisions hereof. All charges of the American Arbitration Association or any mediator shall be borne equally by the Parties,
and each Party hereby agrees to pay all such charges promptly upon request therefor, and if any Party shall fail to do so, the
other Party shall be permitted to apply towards such charges any amounts otherwise due to the non-paying Party. The Parties to
the arbitration proceeding shall bear their own respective expenses incurred in connection therewith, including, but not limited
to, legal fees and expenses.


 


16.6         Successors
and Assigns; Assignment.


 


(a)          The
terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns
of the Parties. Unless clearly inapplicable, all references in this Agreement to a Party shall be deemed to include any such Party’s
successors and assigns. No Party to this Agreement will have the right to assign its rights or obligations under this Agreement
without the prior written consent of the other Party; provided, however, that (i) Licensee shall be permitted to assign its rights
or obligations under this Agreement to any Affiliate of Licensee, and (ii) in the event of sale or transfer by Licensee of all
or substantially all of its assets, this Agreement may be assigned to any successor or assignee thereof, except that the rights
and obligations under this Agreement may not be assigned by Licensee in connection therewith without Licensor’s prior written
consent prior to September 30, 2018, unless at the time of such assignment (y) the Enterprise Value (as defined below) of Licensee
and its Pharmaceutical Affiliate on a consolidated basis in connection with such sale transaction equals or exceeds fifty million
dollars ($50,000,000), or (z) the combined Enterprise Value of TO LLC, the Pharmaceutical Affiliate and Licensee, in each case
on a consolidated basis, equals or exceeds two hundred fifty million dollars ($250,000,000).


 


(b)          For
purposes of this Section 16.6, the “Enterprise Value” of the Pharmaceutical Affiliate, TO LLC and Licensee shall be
equal to (i) the pre-transaction value of such company in connection with or immediately prior to the sale of such company or its
business (whether in connection with a sale of membership interests, or assets or a merger or consolidation) or (ii) if no such
sale transaction has occurred, then the post-transaction value in connection with its most
recent financing transaction; provided, however; that if the Parties do not agree on the determination of such Enterprise Value
within ten (10) Business Days from the date that a proposed assignment by a Party subject to this Section 16.6 is disclosed by
such Party to the other Party, then the determination thereof shall be made by the appointment by mutual agreement of an impartial
United States recognized firm of independent certified public accountants or recognized valuation professionals (a “Valuator”),
which Valuator shall be instructed to deliver a detailed report containing its calculation of the Enterprise Value (in connection
with which calculation of Enterprise Value of the Valuator shall not include any minority discount) and within thirty (30) days
after its engagement, which Valuator’s determination of Enterprise Value shall be final and binding. If one or more of the
Parties objects or does not agree to the appointment of a Valuator within ten (10) Business Days after request by the other Party,
the selection of the Valuator shall be submitted to binding arbitration pursuant to Section 16.5 hereof. The decision of the Valuator
may be entered in any court having jurisdiction in New York and the costs and expenses incurred in connection with the arbitration
shall be borne equally by the Parties.


 




    	 	17	 



     


    

 


(c)          For
purposes of this Section 16.6 and only this Section 16.6, a merger, consolidation or similar business combination as a result of
which the members or stockholders owning a majority of the voting power of a company prior to the consummation thereof own less
than a majority of the voting power of the surviving company in connection with such transaction shall be considered to be a sale
of all or substantially all the assets of such company.


 


16.7         Third-Party
Beneficiaries. Licensee’s Affiliates are third-party beneficiaries of Licensee’s rights under this Agreement, and
shall be entitled to enforce such rights as provided herein. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the Parties to this Agreement, or the Parties’ respective successors and assigns, any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


16.8         Construction;
Headings; Severability. The language of all parts of this Agreement shall in all cases be construed as a whole according to
its fair meaning, and not strictly for or against any of the Parties. This Agreement has been subject to negotiations among all
Parties hereto and each party has been advised to seek such Party’s separate counsel, and, as such, this Agreement shall
be deemed prepared by both Parties. Any ambiguities shall not be deemed to be construed against either party hereto. The section
and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement. Whenever possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under Applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable
in any respect under any Applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction
to the greatest extent possible to carry out the intentions of the Parties hereto. Notwithstanding anything to the contrary herein,
including without limitation Section 16.2 hereof, if the License granted pursuant to this Agreement is or becomes invalid at any
time or for any reason whatsoever, the License granted pursuant to the MOU shall be reinstated and be in full force and effect,
subject to any other applicable provisions hereof and thereof, and the Parties will as between themselves continue to perform in
good faith their obligations under this Agreement as closely as possible. As used in this Agreement, the term “or”
shall be deemed to include the term “and/or” and the singular or plural number shall be deemed to include the other
whenever the context so indicates or requires.


 


16.9         Force
Majeure. Neither Party shall be responsible or liable for any delays in the performance of any duties under this Agreement
which are not the fault or within the reasonable control of that Party including, but not limited to, fire, flood, natural disasters,
acts of God, delays in deliveries by common carriers, governmental acts or orders, late deliveries of products or goods or furnishing
of services by third-party vendors, civil disorders, acts of terrorism, or strikes and any other labor-related disruption, where
such Party has communicated in writing the circumstances of said event to the other Party and taken any and all appropriate action
to mitigate the effects of said event, and in any event, the time period for the performance of an obligation hereunder shall be
extended for the amount of time of the delay or impossibility.


 


16.10         Waiver
of Breach. The waiver by any Party of a breach of any provision of this Agreement by the other Parties must be in writing and
shall not operate or be construed as a waiver of any subsequent breach by such other party. No delay or omission to exercise any
right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement,
shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver
of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.


 




    	 	18	 



     


    

 


16.11         Currency.
Unless otherwise indicated, all dollar amounts in this Agreement are expressed in lawful dollars of the United States.


 


16.12         Right
and Remedies. No right or remedy conferred upon or reserved to the Parties by this Agreement is intended to be, nor shall be
deemed, exclusive of any other right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of
every other right or remedy.


 


16.13         Counterparts;
Faxed or E-Mailed Signatures. This Agreement may be executed in any number of counterparts and by the Parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same Agreement. Any executed signature page delivered by facsimile or e-mail transmission shall be binding to the same
extent as an original executed signature page, with regard to this Agreement or any amendment thereto.


 


16.14         Recitals.
The Recitals set forth above are hereby incorporated in and made a part of this Agreement by this reference.


 


Section 17.         Offset.
Other than as provided in Sections, 12.3 and 13.7 above, Licensee may not offset and may not request TO LLC to offset any amounts
due to Licensor hereunder or under the US Medical Cannabis License Agreement from any claim it may have against Licensor, unless
Licensee shall have obtained a final and binding judgement against Licensor by a court of competent jurisdiction issued within
the framework of the Arbitration set forth in Section 16.5 above, or otherwise approved in writing by Licensor.


 


Section 18.         Publicity.
Both Parties shall reasonably cooperate in connection with issuing press releases or promotional or marketing material to the public
or third parties in connection with matters subject hereto.


 


(Signature page to follow)


 




    	 	19	 



     


    

 


IN WITNESS WHEREOF,
the Parties hereto have duly executed this License Agreement as of the day and year first written above.


 


	 	Tikun Olam Ltd.


 


	 	By:	/s/ Tsachi Cohen
	 	 	Name:
	 	 	Title:


 


	 	TO PHARMACEUTICAL USA LLC
	 	By: TO HOLDING GROUP LLC, Manager
	 	By: T.O. GLOBAL llC, Manager


 


	 	By:	/s/ Bernard Sucher
	 	 	Name: Bernard Sucher
	 	 	Title:   Chief Executive Officer


 




    	 	20	 



     


    





 


Exhibit A


 


Definitions


 


		1.	“Acquired IP” shall mean
                                         Intellectual Property licensed by or acquired by Licensee or any Affiliate thereof from
                                         a third-party, provided it is not based on, derived from, inseparably or exclusively
                                         combined with, or inextricably embedded in any Licensor IP or in which any Licensor IP
                                         is inextricably embedded, or (b) owned, or the rights to
                                         which are owned, by the surviving company referenced in clause (a) or the acquirer of
                                         assets under clause (b) of the definition of “Change of Control Event”.



 


		2.	“Affiliate” shall mean with respect to any Person, any Person which directly or indirectly,
controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing
member, officer or director of such Person.



 


		3.	“Affiliate License Agreements” shall mean the Affiliate Pharmaceutical License Agreement
and the US Medical Cannabis License Agreement.



 


		4.	“Affiliate Pharmaceutical License Agreement” shall have the meaning set forth in Section
2.2 of this Agreement.



 


		5.	“Agreement” shall have the meaning set forth in the preamble of this Agreement.



 


		6.	“Applicable Law” means all current constitutions, treaties, laws, statutes, codes,
ordinances, official plans, orders, decrees, rules, regulations, and by-laws, whether domestic, foreign or international, of any
Governmental Authority, and the common law, binding on or affecting any Person, property or matter referred to in the context in
which such words are used.



 


		7.	“Business Day” shall mean a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by Applicable Law to be closed for business



 


		8.	“Cannabis” shall mean recreational and medical cannabis, and shall include hemp, hemp
products and any compounds derived from Cannabis or hemp plants.



 


		9.	“Cannabis Business” shall mean cultivating, harvesting, producing, promoting, researching,
developing, marketing, selling and distributing Cannabis Products, which include, but are not limited to, Cannabis plants or any
parts thereof in dry or wet forms, extracts, infusions, and any compositions or formulations consisting of Cannabis plants' constituents
as active ingredients or supplements, and further methods of obtaining all of the above (e.g. methods of extraction or processing),
clinical and non-clinical uses, applications, and delivery systems and devices related thereto.



 


		10.	“Cannabis Product” shall mean any Cannabis or any Cannabis-derived and related product,
including plant products, cultivation products, extraction products, infusion products, delivery or ingestion devices, machines,
apparatuses or products and packaging products and marketing materials relating thereto, which is not a Pharmaceutical Product.



 


		11.	“Change of Control Event” shall mean (a) a sale or transfer of equity or other ownership
interests or merger, consolidation or similar business transaction or combination as a result of which the ultimate members or
stockholders owning, directly or indirectly, all of the voting power of Licensee prior to the consummation thereof shall own in
the aggregate less than a majority of the voting power of the surviving company, or (b) a sale of all or substantially all of the
assets of Licensee to an unrelated third party.



 


		12.	“Claim” shall mean any claim threatened in writing or any claim which is mature, non-contingent,
fixed in amount and has been commenced or filed with an applicable Governmental Authority.



 


		13.	“Claim Resolution Amount” shall have the meaning set forth in Section 13.7 of this
Agreement.



 




    	 	21	 



     


    

 


		14.	“Clinical Trials” shall mean the conduct of
research studies, clinical or non-clinical testing, and clinical trials, including but not limited to pre-clinical investigations
and randomized, placebo-controlled trials of cannabis-based or cannabis-derived compounds, whether or not as a continuation of
prior clinical trials and research studies conducted by Licensor or new clinical trials and research studies, whether conducted
by Licensor with specific or direct collaboration with Licensee or otherwise by Licensee.



 


		15.	“Clinical Trials Services” shall mean the services
provided by Licensor relating to and in connection with all aspects of the conduct of Clinical Trials.



 


		16.	“Confidential Information” shall have the meaning
set forth in Section 9 of this Agreement.





 


		17.	“Design and Operations Services” shall have the meaning set forth in Section 7.1(c)
of this Agreement. 



 


		18.	“Disclosing Party” shall have the meaning set
forth in Section 9 of this Agreement.



 


		19.	“Effective Date” shall have the meaning set
forth in the preamble of this Agreement. 



 


		20.	“Enterprise Value” shall have the meaning set
forth in Section 16.6 of this Agreement.



 


		21.	“Essentially Derived Variety” shall mean any
strain of Cannabis derived from any of TO's Strains, whether intentionally or otherwise. 



 


		22.	“FDA” shall mean the United States Food and
Drug Administration.



 


		23.	“Governmental Authority” shall mean any federal,
state, national, supranational, local or other government, whether domestic or foreign, including any subdivision, department,
agency, instrumentality, authority (including any regulatory authority), commission, board or bureau thereof, or any court, tribunal
or arbitrator.



 


		24.	“Indemnified Party” shall have the meaning set forth in Section 13.4 of this Agreement.



 


		25.	“Indemnifying Party” shall have the meaning set forth in Section 13.4 of this Agreement.



 


		26.	“Infringement Claim” shall have the meaning set forth in Section 13.1 of this
                                                                              Agreement. 



 


		27.	“Intellectual Property” shall have the meaning
set forth in the second recital of this Agreement. 



 


		28.	“License” shall have the meaning set forth
in Section 2.1 of this Agreement.



 


		29.	“Licensee” shall have the meaning set forth
in the preamble of this Agreement.



 


		30.	“Licensee Excluded IP” shall mean Intellectual
Property created by Licensee or an Affiliate thereof outside of the State of Israel, without any non-deminimis involvement
of Licensor, and which is not based on, derived from or inseparably or exclusively combined with or inextricably embedded in any
Licensor IP or in which any Licensor IP shall be inextricably embedded, written notice of the development of such Licensee Excluded
IP shall have been provided by Licensee to Licensor reasonably promptly upon commencement of its use, which notice shall include
a description thereof. Licensee Excluded IP shall not include Acquired IP.



 


		31.	“Licensee IP” shall mean the New IP, New Strains and the results of Clinical Trials,
other than (i) Licensee Excluded IP and (ii) Acquired IP.



 


		32.	“Licensor” shall have the meaning set forth in the preamble of this Agreement.



 


		33.	“Licensor Additional IP” shall have the meaning set forth in Section 2.2 of this Agreement.



 


		34.	“Licensor Exit Event” shall mean (a) a sale or transfer of all of the equity or other
ownership interests or merger, consolidation or similar business transaction or combination with or to a purchaser which, directly
or through an Affiliate, on a consolidated basis, is a competitor of Licensee, as a result of which the ultimate members or stockholders
owning, directly or indirectly, all of the equity interests of Licensee prior to the consummation thereof shall own no equity interests
in the surviving company, or (b) a sale of all or substantially all of the assets of Licensor to an unrelated third party.



 




    	 	22	 



     


    

 


		35.	“Licensor IP” shall have the meaning set forth in the second recital of this Agreement.



 


		36.	“Licensor Trademarks” means Licensor-owned, but not licensed, trademarks, trade names,
logos, service marks, designs, emblems, signs, slogans, other similar designations of source or original and general intangibles
of like nature, whether registered, applied for or not, specified in Exhibit C, together with the goodwill relating thereto.



 


		37.	“Losses” means all losses, damages, liabilities, deficiencies, actions, judgments,
interest, awards, penalties, fines, or out of pocket third-party costs or expenses of whatever kind, including reasonable attorneys’
fees and expenses, the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers,
actually awarded or incurred, including attorneys’ fees and expenses.



 


		38.	“Marks” shall have the meaning set forth in Section 11.5 of this Agreement.



 


		39.	“MedReleaf” shall mean MedReleaf Corporation, a corporation organized under the laws
of the Province of Ontario, Canada.



 


		40.	“MedReleaf License” shall mean that certain License Agreement, dated as of July 17,
2013, as amended, by and between MedReleaf and Licensor. 



 


		41.	“MM Royalties” shall have the meaning set forth
in Section 12.3 of this Agreement.



 


		42.	“MOU” shall have the meaning set forth in Section 16.2 of this Agreement.



 


		43.	“New IP” shall have the meaning set forth in Section 2.2 of this Agreement; provided,
however, that following a Change of Control Event, for purposes hereof, “New IP” shall not include Intellectual Property
created by Licensee or an Affiliate thereof within the State of Israel, without any non-deminimis involvement of Licensor,
and which is not based on, derived from or inseparably or exclusively combined with or inextricably embedded in any Licensor IP
or in which any Licensor IP shall be inextricably embedded.



 


		44.	“New Strains” shall have the meaning set forth in Section 2.2 of this Agreement.



 


		45.	“Organizational Documents” shall mean the certificate or articles of incorporation,
organization or formation and the bylaws, operating agreement, memorandum or articles of association or organization, or similar
organizational documents, as applicable.



 


		46.	“Party” shall mean the signatories to this Agreement as set forth in the preamble of
this Agreement.



 


		47.	“Payment” shall have the meaning set forth in Section 3 of this Agreement.



 


		48.	“Person” shall mean an individual, firm, corporation, partnership, association, limited
liability company, trust or any other entity. 



 


		49.	“Pharmaceutical Affiliate” shall mean Tikun
Olam IP Ltd., a Cayman Islands corporation.



 


		50.	“Pharmaceutical Business” shall have the meaning set forth in the preamble of this
Agreement. 



 


		51.	“Pharmaceutical Product” shall mean any product,
compound, medicine or therapeutic which is subject to regulation as a drug, medicine or controlled substance by the FDA.



 


		52.	“Receiving Party” shall have the meaning set
forth in Section 9 of this Agreement.



 


		53.	“Representative” shall mean any director, officer, employee, member, manager, agent,
contractor or advisor who shall have access to any Confidential Information.



 


		54.	“Residual Information” means any Confidential Information, which may be retained, following
the termination of this Agreement, in intangible form in the minds of the Representatives.



 


		55.	“Services” shall mean the Training Services, the Design and Operations Services and
the Clinical Trials Services.



 




    	 	23	 



     


    

 


		56.	“Shortfall” shall have the meaning set forth in Section 13.3 of this Agreement.



 


		57.	“Territory” shall have the meaning set forth in Section 2.1 of this Agreement.



 


		58.	“Third-Party Claim” shall have the meaning set forth in Section 13.4 of this Agreement.



 


		59.	“Third-Party IP” shall have the meaning set forth in Section 2.9 of this Agreement.



 


		60.	“TO LLC” shall have the meaning set forth in Section 2.2 of this Agreement.



 


		61.	“TO Strains” shall have the meaning set forth
in Section 2.6 of this Agreement.



 


		62.	“Training Services” shall have the meaning set forth in Section 7.1(b) of this Agreement.



 


		63.	“United States” shall mean the United States of America and its territories and possessions.



 


		64.	“USA Payment” shall have the meaning set forth in Section 3 of this Agreement.



 


		65.	“US Medical Cannabis License Agreement” shall
have the meaning set forth in Section 2.2 of this Agreement.



 


		66.	“Valuator” shall have the meaning set forth
in Section 16.6 of this Agreement.



 




    	 	24	 



     


    

 


Exhibit
B


 


List of
Licensor IP


 


		·	All of Licensor’s logos, names,
tag lines, packaging, trade dress and other proprietary property or rights reflecting or relating to the Tikun Olam brand and the
trademarks or trade names of any strains subject to this License Agreement.



 


		·	Licensor’s
                                         Trademarks, Tradenames and Service Marks worldwide, including those listed on Exhibit
                                         C here to.



 


		·	Licensor Patent and Patent Applications



 


	CANNABIS PLANT NAMED EREZ
	Type	 	Country	 	Filing Date	 	App No.
	PLANT	 	United	 	11/12/2015	 	14/757,040
	PATENT	 	States	 	 	 	 
	APPLICATION	 	 	 	 	 	 


 


	CANNABIS PLANT NAMED MIDNIGHT
	Type	 	Country	 	Filing Date	 	App No.
	PLANT	 	United	 	11/12/2015	 	14/757,041
	PATENT	 	States	 	 	 	 
	APPLICATION	 	 	 	 	 	 


 


	CANNABIS PLANT NAMED AVIDEKEL
	Type	 	Country	 	Filing Date	 	App No.
	PLANT	 	United	 	11/12/2015	 	14/757,039
	PATENT	 	States	 	 	 	 
	APPLICATION	 	 	 	 	 	 


 


	CANNABINOID AND CANNABIS-BASED COMPOSITIONS AND METHODS FOR THE TREATMENT OF INFLAMMATORY CONDITIONS OF THE GASTROINTESTINAL TRACT
	Type	 	Country	 	Filing Date	 	App No.
	PROVISIONAL	 	United	 	28/3/2016	 	62/313,882
	APPLICATION	 	States	 	 	 	 


 


	A MODEL FOR OPTIMIZING TREATMENT
    WITH CANNABIS-BASED AND/OR CANNABINOID COMPOSITIONS AND A SYSTEM AND METHODS USING THEREOF
	Type	 	Country	 	Filing Date	 	App No.
	PROVISIONAL	 	United	 	To be filed	 	 
	APPLICATION	 	States	 	 	 	 


 




    	 	25	 



     


    

 


		·	Licensor’s Applications for Plant
Breeders Rights (PBR).



 


	EREZ
	Type	 	Country	 	Filing Date	 	App No.
	PBR	 	Israel	 	13/3/2013	 	4436/13
	PBR	 	Canada	 	To be filed	 	 


 


	MIDNIGHT
	Type	 	Country	 	Filing Date	 	App No.
	PBR	 	Israel	 	13/3/2013	 	4437/13
	PBR	 	Canada	 	To be filed	 	 


 


	AVIDEKEL
	Type	 	Country	 	Filing Date	 	App No.
	PBR	 	Israel	 	13/3/2013	 	4438/13
	PBR	 	Canada	 	To be filed	 	 


 


		·	The following strains of Cannabis:



 


	 	Variety Name	 	Type
	o	El-na	 	Indica
	o	Avidekel	 	Indica
	o	Rafael	 	Indica
	o	Midnight	 	Sativa
	o	Alaska	 	Sativa
	o	Or	 	Indica
	o	Erez	 	Indica
	o	Dorit	 	Indica
	o	Gog & Magog	 	Indica
	o	Little Devil	 	Indica
	o	Jasmine	 	Indica
	o	Zohar	 	Sativa
	o	Shira	 	Sativa
	o	Tal	 	Indica
	o	Barak	 	Indica
	o	Omer	 	Sativa
	o	Mango	 	Sativa
	o	Eran Almog	 	Indica


 


		·	Proprietary Trade Secrets, including genetics,
cultivating, harvesting, extraction, and distillation techniques and processes, including:



 


Tikun
Olam Grow System


 


Tikun Olam has developed proprietary cultivation
methods that rely on environmental systems designs that provide the optimal formula for the cultivation of consistent pharmaceutical-grade
cannabis at above industry average yields.


 




    	 	26	 



     


    

 


 Formulas




 


Optimized nutrient mixes (irrigation product
applications) for cultivating healthy plants targeting active ingredients such as THC and CBD production. Applicable for mother
plants, clone plants and flowering plants.


 


Designs


 


Validated production room designs that
meet GPP and Israeli Ministry of Health’s technical specifications. Applicable for flowering rooms, drying rooms, mother
rooms and cloning rooms, designs are proven to meet the technical release criteria allowing for repetitive compliance and quick
to market sale of products.


 


ISO & GMP Certification – Tikun Olam’s grow system, processes and workflow have been
designed to meet ISO guidelines and ultimately GMP certification.


 


Environmental systems – The implementation
of our environmental systems ensure optimal temperature, humidity, CO2, odor control and air quality within the grow rooms. This
system is designed to provide the perfect environment in all stages of production and processing.


 


Centralized Irrigation Systems
– Fully automated centralized irrigation systems to ensure consistent and ideal levels of water and nutrients. This system
features water purification, sterilization and complete monitoring and control. Integrated Control Systems – The implementation
of our control system integrates lighting, HVAC, irrigation and other components to control all aspects of the operation.


 


Processes


 


Advanced Cultivating Techniques –
A grow system that has been optimized for plant cycle length, density, pruning, harvesting, drying and curing. This system incorporates
advanced cultivating techniques that will maximize yields and provide consistently high quality product.


 


Advanced Extraction Expertise
– Experience in all different types of extraction methods, which will be taught to Licensee.


 


Isolating Cannabinoids - Provide
knowledge and know-how to Licensee related to the process of isolating cannabinoids found within the cannabis plant.


 


Quality Control Systems


 


A Quality Control/Assurance framework,
including comprehensive Standard Operating Procedures (SOPs) designed to carry out specific cannabis production methods in compliance
with GPP and Israeli Ministry of Health requirements. Maintains operational consistency and compliance while allowing IP methods
to achieve their desired outputs.


 




    	 	27	 



     


    

 


Patient Treatment Information


 


Patient data that provides guidance on
treatment.


 


Product Lines


 


All of Tikun Olam’s proprietary products,
including delivery devices, delivery methods, packaging and ancillary products will be provided to Licensee.


 




    	 	28	 



     


    

 


Exhibit C


 


List of Licensed Trademarks, Tradenames
and Service Marks


 


Registered:


 


	Type	 	Country	 	Filing Date	 	App No.	 	TM
	TRADEMARK	 	United States	 	13/11/2012	 	85/777,588	 	Tikun Olam
	TRADEMARK	 	United States	 	23/01/2014	 	86/172,750	 	EREZ
	TRADEMARK	 	United States	 	23/01/2014	 	86/172,744	 	MIDNIGHT
	TRADEMARK	 	United States	 	23/01/2014	 	86/172,749	 	AVIDEKEL


 


Unregistered:


		o	El-na



		o	Rafael



		o	Alaska



		o	Or



		o	Dorit



		o	Gog & Magog



		o	Little Devil



		o	Jasmine



		o	Zohar



		o	Shira



		o	Tal



		o	Barak



		o	Omer



		o	Mango



		o	Eran Almog



 




    	 	29