Exhibit 10.1


 





COLLABORATION & EXCLUSIVITY
AGREEMENT


 


This Agreement (the "Agreement")
made as of the 24th day of July, 2014 by and among, CANNABICS INC., a Delaware corporation ("Cannabics Inc."),
and CANNABICS PHARMACEUTICALS INC., a Nevada Corporation (the "Company").


 


 


PRELIMINARY STATEMENT






 


CANNABICS INC. is a research
and development company that holds an exclusivity agreement with a team of experts that entitles it to be the sole and exclusive
beneficiary of their skills, expertise and knowledge base in the field of cannabis based therapies, treatments, administration
routes and pharmaceutical preparations (“field of business”). CANNABICS PHARMACEUTICALS INC. is a US public company,
currently trading as “CNBX”, and is fully current in its SEC filings.


 


Whereas CANNABICS PHARMACEUTICALS
INC. is desirous of obtaining the exclusive right to utilize the skills of the above mentioned team of experts as its research,
development and management team in this field of business, and CANNABICS INC. is desirous that said human resources be utilized
by and through CANNABICS PHARMACEUTICALS INC.; therefore the two parties have come together hereby to enter into this binding agreement.


 


Article 1 – The Company’s inheritance
of Cannabics Inc.’s exclusive Human Resource Assets


 


		a)	The Board of Cannabics Inc. hereby avers that it is transferring the entire right to utilize its
exclusive human resource asset to the company. To this extent, it is also bound by this absolute Exclusivity Clause, under which
the full intellectual and personal knowledge, history and experience of its team of experts in the field of business shall be utilized
for the exclusive benefit of the Company from this day forth. The human resource asset of Cannabics, Inc. consists primarily of
the human brain trust of its team of experts, which is the cumulative result of their scientific knowledge in the molecular biology,
cancer research and pharmacology fields of research.



 


Any Company Inventions or Improvements
upon any knowledge which inures to it under this Agreement shall be exclusively owned by Cannabics Pharmaceuticals Inc., which
shall file patent applications with respect to such Inventions in its own name and at its own expense, and take such other steps
as are necessary, in the sole judgment of the Company, to protect its rights in such Inventions. Nothing herein shall be construed
as obligating the Company to license back to Cannabics Inc. any such Company Inventions.


 


		b)	Upon and subject to the terms and conditions of this Agreement, at the Closing, the Board of Cannabics,
Inc. shall continue all of their professional duties in the field of business exclusively for and on behalf of the Company, and
the Company shall receive and accept from Cannabics, Inc., the same.





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1.2          CONSIDERATION FOR THIS AGREEMENT.
In consideration for obtaining said assets, CANNABICS PHARMACEUTICALS INC. shall hereby issue restricted Treasury stock representing
18,239,594 (Eighteen Million, Two Hundred Thirty Nine Thousand, Five Hundred Ninety Four) common shares. It is fully understood
by Cannabics Inc. that said shares shall be “Restricted” as “Affiliate Shares” and shall remain so as long
as the holder is affiliated with the Company.


 


As consideration for said
Shares, and in addition to the transfer of the exclusive right to utilize its Human Resource Asset mentioned above, Cannabics Inc.
shall tender the Company the sum of $150,000.00 (One Hundred and Fifty Thousand dollars) as working funds towards prospective short-term
projects.


 


1.3          CLOSING.


The Closing shall take place at the offices
of the Corporate Secretary on July 25th, 2014, by close of business.


 


Article 2 – Future Research &
Development


 


2.1          Technology
Rights.  All research, technologies, patents, IP or any other asset put forth after today shall inure solely to Cannabics
Pharmaceuticals Inc.


   


Article 3 – Proprietary Information


 


All Proprietary Information which is disclosed
by one party to the other during the term of this Agreement shall be maintained in confidence by the receiving party and shall
not be disclosed by the receiving party to any other person, firm, or agency, governmental or private, without the prior written
consent of the disclosing party, except to the extent that such Proprietary Information:


 


	 	(a)	is required to be disclosed to governmental agencies in order to gain approval to sell Products, or


 


	 	(b)	is necessary to be disclosed to agents, consultants and/or other third parties for the research, development and/or marketing of Products, which entities first agree in writing to be bound by the confidentiality obligations contained in this Agreement.


 


 Article 4 - Patent
Prosecution & Infringement


 


Enforcement of Intellectual Property Rights.
In the event that the Company becomes aware of any infringement by a third party of any of the IP or Marks (“Infringing
Activities”), it shall promptly institute, prosecute and control any action or proceeding with respect to any such Infringing
Activities, using counsel of its choice, including any declaratory judgment action arising from such infringement.




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Article 5 - Warranties/Indemnification


 


5.1          Representations
and Warranties.  Each party represents and warrants to the other that (a) it has the full right, power and authority
to execute, deliver and perform this Agreement, and (b) the terms of this Agreement do not conflict with any other agreement, order
or judgment to which such party is a party or by which it is bound.


 


5.2          Indemnification.  Each
party shall indemnify, defend and hold harmless the other party, its directors, officers, employees and agents and their respective
successors, heirs and assigns (the "Indemnitees") against any liability, damage, loss or expense (including reasonable
attorneys' fees and expenses of litigation) incurred by or imposed upon the Indemnitees, or any one of them, in connection with
any claims, suits, actions, demands or judgments relating to, or arising out of (a) any breach of the indemnifying party's representations,
warranties, agreements or covenants in this Agreement, including without limitation the confidentiality obligations set forth above,
and (b) any other activities to be carried out by the indemnifying party, its Affiliate(s) or agents.


 


Article 6 - Assignability


 


Except as expressly set forth in this Agreement,
this Agreement shall not be assignable by CANNABICS PHARMACEUTICALS INC. and any attempt to assign (directly or indirectly) this
Agreement shall be void ad abnitio.  


  


Article 7 - Term and Termination


 


7.1          Term.  This
Agreement will become effective on the Effective Date, unless terminated under another specific provision of this Agreement or
extended by mutual consent of the parties.


 


7.2          Survival.  Termination
of this Agreement for whatever reason shall be without prejudice to the settlement of the rights and obligations of the parties
arising out of this Agreement prior to the date of termination, including, without limitation:  (a) obligations of indemnity,
(b) any cause of action or claim accrued or to accrue because of any breach or default by the other party hereunder, (c) obligations
of confidentiality and (d) all of the terms, provisions, representations, rights and obligations contained in this Agreement that
by their sense and context are intended to survive until performance thereof by either or both parties.


 


Article 8 – Representations &
Warranties


 


8.1          REPRESENTATIONS AND WARRANTIES OF CANNABICS
PHARMACEUTICALS INC. hereby represents and warrants as follows:


 


a)        CORPORATE
ORGANIZATION AND GOOD STANDING.  CANNABICS PHARMACEUTICALS INC. is duly organized, validly existing, and in good standing
under the laws of the State of Nevada and is qualified to do business as a foreign corporation in each jurisdiction, if any, in
which its property or business requires such qualification.




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b)          CORPORATE
AUTHORITY.  CANNABICS PHARMACEUTICALS INC. has all requisite corporate power and authority to own, operate and lease
its properties, to carry on its business as it is now being conducted and to execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements and instruments related to this Agreement.


 


c)          AUTHORIZATION.  Execution
of this Agreement has been duly authorized and approved by CANNABICS PHARMACEUTICALS INC. pursuant to NRS §78.320 via its
Board Resolution to that effect.


 


d)          CAPITALIZATION.


 


The authorized capital stock of CANNABICS PHARMACEUTICALS
INC. consists of 900,000,000 shares of Common Stock $0.0001 par value. At current, there are 81,760,406 shares issued and outstanding,
all of which are duly authorized, validly issued, fully paid and non-assessable and none of which were issued in violation of any
preemptive rights; (ii) no shares of CANNABICS PHARMACEUTICALS INC. were reserved for issuance upon the exercise of outstanding
options, warrants or other rights to purchase shares; and (iii) no shares of CANNABICS PHARMACEUTICALS INC. stock were held in
the treasury of CANNABICS PHARMACEUTICALS INC. Except as set forth above, as of the date hereof, no shares or other voting securities
of CANNABICS PHARMACEUTICALS INC. are issued, reserved for issuance or outstanding and no shares or other voting securities of
CANNABICS PHARMACEUTICALS INC. shall be issued or become outstanding after the date hereof. There are no bonds, debentures, notes
or other indebtedness or securities of CANNABICS PHARMACEUTICALS INC. that have the right to vote (or that are convertible into,
or exchangeable for, securities having the right to vote) on any matters on which stockholders of CANNABICS PHARMACEUTICALS INC.
may vote. Further, CANNABICS PHARMACEUTICALS INC. has no contract or other obligation to repurchase, redeem or otherwise acquire
any shares of CANNABICS PHARMACEUTICALS INC. stock, or make any investment (in the form of a loan, capital contribution or otherwise)
in any other Person. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible
securities or other commitments or agreements of any character relating to the issued or unissued shares or other securities of
CANNABICS PHARMACEUTICALS INC. None of the outstanding equity securities or other securities of CANNABICS PHARMACEUTICALS INC.
was issued in violation of the Securities Act of 1933 or any other legal requirement.


 


e)          LITIGATION.  To
the knowledge of CANNABICS PHARMACEUTICALS INC., there are no pending, threatened, or existing litigation, bankruptcy, criminal,
civil, or regulatory proceeding or investigation, threatened or contemplated against Company.


 


f)          FINANCIAL STATEMENTS.



 


(i) CANNABICS INC. has
had the ability to review the Company’s filings on the SEC website Edgar showing true and complete copies of the audited
financial statements of CANNABICS PHARMACEUTICALS INC. for its past two fiscal years.




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(ii) The CANNABICS PHARMACEUTICALS
INC. Financial Statements were prepared in accordance with  GAAP or the equivalent applied on a basis consistent throughout
the periods indicated (except as otherwise stated in such financial statements, including the related notes, and except that, in
the case of unaudited statements for the subsequent quarterly periods referenced above, such unaudited statements fairly present
in all material respects the consolidated financial condition and the results of operations of The Company as at the respective
dates thereof and for the periods indicated therein (subject, in the case of unaudited statements, to year-end audit adjustments).


 


g)          ABSENCE
OF CERTAIN CHANGES OR EVENTS.  Since the end of its most recent fiscal year and to the date of this Agreement, (i) CANNABICS
PHARMACEUTICALS INC. has, in all material respects, conducted its business in the ordinary course consistent with past practice;
(ii) there has not occurred any change, event or condition that is or would reasonably be expected to result in a material adverse
effect; and (iii)  CANNABICS PHARMACEUTICALS INC. has not taken and will not take any of the actions that CANNABICS PHARMACEUTICALS
INC. has agreed not to take from the date hereof through the Closing.


 


h)          UNDISCLOSED
LIABILITIES.  CANNABICS PHARMACEUTICALS INC. has no material obligations or liabilities of any nature (whether accrued,
matured or unmatured, fixed or contingent or otherwise) other than (i) those set forth or adequately provided for in the consolidated
balance sheet (and the related notes thereto) of CANNABICS PHARMACEUTICALS INC. as of the end of the most recent fiscal year  included
in the CANNABICS PHARMACEUTICALS INC. Financial Statements, (ii) those incurred in the ordinary course of business consistent with
past practice since the end of the most recent fiscal year  and (iii) those incurred in connection with the execution
of this Agreement.


 


i)          LEGAL
PROCEEDINGS.  CANNABICS PHARMACEUTICALS INC. is not a party to any, and there is no pending or, to the knowledge of CANNABICS
PHARMACEUTICALS INC., threatened, legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory
investigation of any nature against CANNABICS PHARMACEUTICALS INC., or any of its officers or directors which, if decided adversely
to CANNABICS PHARMACEUTICALS INC., would, individually or in the aggregate, be material to CANNABICS PHARMACEUTICALS INC.  There
is no injunction, order, judgment or decree imposed upon CANNABICS PHARMACEUTICALS INC., or any of its officers or directors, or
the assets of CANNABICS PHARMACEUTICALS INC.


 


8.2          REPRESENTATIONS
AND WARRANTIES OF CANNABICS INC.  CANNABICS INC. represents and warrants as follows:


 


a)        CORPORATE
ORGANIZATION AND GOOD STANDING.  CANNABICS INC. is duly organized, validly existing, and in good standing under the laws
of the State of Delaware and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property
or business requires such qualification.




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b)        
CORPORATE AUTHORITY.  CANNABICS INC. has all requisite corporate power and authority to own, operate and lease its properties,
to carry on its business as it is now being conducted and to execute, deliver, perform and conclude the transactions contemplated
by this Agreement and all other agreements and instruments related to this Agreement.


 


c)        AUTHORIZATION.  Execution
of this Agreement has been duly authorized and approved by CANNABICS INC. via its Board Resolution to that effect.


 


d)        LITIGATION.  To
the knowledge of CANNABICS PHARMACEUTICALS INC., there are no pending, threatened, or existing litigation, bankruptcy, criminal,
civil, or regulatory proceeding or investigation, threatened or contemplated against Company.


 


e)        ABSENCE
OF CERTAIN CHANGES OR EVENTS. Since the end of its most recent fiscal year and to the date of this Agreement, (i) CANNABICS has,
in all material respects, conducted its business in the ordinary course consistent with past practice; (ii) there has not occurred
any change, event or condition that is or would reasonably be expected to result in a material adverse effect; and (iii)  CANNABICS
INC. has not taken and will not take any of the actions that CANNABICS INC. has agreed not to take from the date hereof through
the Closing.


 


f)          UNDISCLOSED
LIABILITIES.  CANNABICS INC. has no material obligations or liabilities of any nature (whether accrued, matured or unmatured,
fixed or contingent or otherwise) other than (i) those set forth or adequately provided for in the consolidated balance sheet (and
the related notes thereto) of CANNABICS INC. as of the end of the most recent fiscal year  included in the CANNABICS
INC. Financial Statements, (ii) those incurred in the ordinary course of business consistent with past practice since the end of
the most recent fiscal year  and (iii) those incurred in connection with the execution of this Agreement.


 


g)          LEGAL
PROCEEDINGS.  CANNABICS INC. is not a party to any, and there is no pending or, to the knowledge of CANNABICS INC., threatened,
legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature against
CANNABICS INC., or any of its officers or directors which, if decided adversely to CANNABICS INC., would, individually or in the
aggregate, be material to CANNABICS INC. There is no injunction, order, judgment or decree imposed upon CANNABICS INC., or any
of its officers or directors, or the assets of CANNABICS INC.


 


Article 9 - Miscellaneous


 


9.1          Notices.  Any
notice or other communication to be given under this Agreement shall be in writing and shall be deemed to have been duly given
when delivered personally or deposited in the United States mail, certified or registered with return receipt, or sent by courier
requiring proof of receipt, addressed as follows:


 


To CANNABICS INC.


108 West 13th St


Wilmington, DE 19801


 


To CANNABICS PHARMACEUTICALS INC.


#3 Bethesda Metro Center, Suite 700


Bethesda, Maryland, 20814




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or to such other address as either party shall
designate by written notice, similarly given, to the other party. If sent by telex, facsimile or other electronic media, an original
confirmation copy must be sent within thirty days by means listed above.


 


9.2           Governing
Law; Jurisdiction and Venue.  This Agreement shall be governed by the internal laws of the State of Nevada (without
regard to conflict of law provisions); except that questions affecting the construction and effect to any patent shall be determined
by the law of the country in which the patent has been granted.  Arbitration. In the event of any controversy
among the parties hereto arising out of, or relating to, this Agreement, which cannot be settled amicably by the parties, such
controversy shall be settled by Arbitration. Both sides shall choose a mutually agreed upon competent jurist from a short list
and informal Arbitration shall commence as expeditiously as possible. Either party may institute such arbitration proceeding by
giving written notice to the other party. A hearing shall be held by the Arbitrator within 10 miles of Washington, DC, and a decision
of the matter submitted to the Arbitrator shall be biding and enforceable against all parties in any Court of competent jurisdiction.
The prevailing party shall be entitled to all costs and expenses with respect to such arbitration, including reasonable attorneys'
fees. The decision of the Arbitrator shall be final, binding upon all parties hereto and enforceable in any Court of competent
jurisdiction. Each party hereto irrevocably waives any objection to the laying of venue of any such Arbitration action or proceeding
brought and irrevocably waives any claim that any such action brought has been brought in an inconvenient forum. Each of the parties
hereto waives any right to request a trial by jury in any litigation with respect to this agreement and represents that counsel
has been consulted specifically as to this waiver.


 


9.3           Waiver.  Except
as specifically provided for herein, the waiver from time to time by either party of any of its rights or a party's failure to
exercise any remedy shall not operate or be construed as a continuing waiver of same or of any other of such party's rights or
remedies provided in this Agreement.


 


9.4           Enforceability.  If
any term, covenant or condition of this Agreement or the application thereof to any party or circumstance shall, to any extent,
be held to be invalid or unenforceable, then (a) the remainder of this Agreement, or the application of such term, covenant or
condition to the parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by
law; and (b) the parties covenant and agree to renegotiate any such term, covenant or application thereof in good faith in order
to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the application thereof
that is invalid or unenforceable, and in the event that the parties are unable to agree upon a reasonable acceptable alternative,
then the parties agree that a submission to arbitration shall be made to establish an alternative to such invalid or unenforceable
term, covenant or condition of this Agreement or the application thereof, it being the intent that the basic purposes of this Agreement
are to be effectuated.




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9.5           Entire
Agreement and Amendment.  This Agreement contains the entire understandings of the parties with respect to the matters
contained herein, and supersedes all prior agreements, oral or written, and all other communication between them relating to the
subject matter hereof.  The parties hereto may, from time to time during the continuance of this Agreement, modify, vary
or alter any of the provisions of this Agreement, but only by an instrument duly executed by authorized officers of the parties
hereto.


 


9.6           Headings.  The
headings of the several Articles and sections of this Agreement are intended for convenience of reference only and are not intended
to be a part of or to affect the meaning or interpretation of this Agreement.


 


9.7           Further
Instruments.  Each party agrees to execute, acknowledge and deliver such further instruments and to do all such further
acts as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.


 


9.8           Force
Majeure.  Performance of a party's obligations hereunder may be delayed if (a) such performance is delayed by causes
beyond that party's reasonable control, including, but not limited to, acts of G-d, war, riot, epidemics, fire, flood, insurrection,
or acts of civil or military authorities, and (b) such delaying party is at all times working diligently to correct the matter
causing the delay and otherwise performing as required under the Agreement.  Notwithstanding the foregoing, the parties
shall remain liable for all obligations incurred by them prior to any termination of this Agreement.


 


9.9           Counterparts.  This
Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement.  One
or more counterparts may be delivered via telecopier and any such telecopied counterpart shall have the same force and effect as
an original counterpart hereto.


 


 


 




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IN WITNESS WHEREOF the parties have executed
this Agreement as an instrument under seal as of the date and year first written above.


 


 


	CANNABICS PHARMACEUTICALS INC.	CANNABICS, INC.
	 	 
	 	 
	By:  /s/ Zohar Koren	By /s/ Zohar Koren
	       Zohar Koren, Director 	    Zohar Koren, Director
	 	 
	/s/ Eyal Ballan	/s/ Eyal Ballan
	       Eyal Ballan, Director  	      Eyal Ballan, Director
	 	 
	/s/ Itamar Borochov	/s/ Itamar Borochov
	        Itamar Borochov, Director  	      Itamar Borochov, Director  


 




 


 


 


 


 






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