Lexaria Corp.: Exhibit 10.1 - Filed by newsfilecorp.com





LICENSE AGREEMENT 

THIS AGREEMENT dated for reference 11th day of August, 2015.


AMONG: 

PoViva Tea LLC with an address
at 1495 Ridgeview Drive, Suite 220 Reno, Nevada 89519 

(herein called "Licensor") 

AND: 

Lexaria Corp, a corporation
registered in the State of Nevada with an address at Suite 950 - 1130 West
Pender Street, Vancouver, BC V6E 4A4 

(herein called "Licensee") 

WHEREAS: 

A.      The Licensor owns controlling interest in, and has further
developed and refined certain patent pending processes designed to deliver
certain molecules such as THC, CBD, Nicotine, NSAID’s and others within the
presence of lipids according to United States and foreign patents and patent
applications listed in Exhibit A, (the “Patents”) which are hereby
incorporated into this License Agreement by reference. Patents shall also
include divisions, continuations (excluding continuations-in-part claiming new
subject matter), reissues, re-examinations, substitutes, and extensions of the
Patents as they arise. 

B.      The Licensor's know-how and related rights in regards to the
Patents are designated herein together as constituting the Intellectual Property
rights concerned by this License Agreement (herein called the "IP
Rights").

C.      The Licensee wishes to acquire from the Licensor and the
Licensor agrees to grant to the Licensee the right to use the IP Rights.

D.      The Licensee will be a manufacturer of certain products such
as but not limited to, protein energy bars, baked goods, meals, protein powders,
bottled drinks and others (together or separately, the “Products”); all
of which will be produced in whole or in part according to the process developed
by the Licensor and modified by any such means desireable to the Licensee, and
the Licensee will have the ability to sell such Products on a worldwide basis.


E.      The Licensor has agreed to grant Licensee the irrevocable
right to use the IP Rights under the terms and conditions as set forth in this
License Agreement.

NOW THEREFORE in consideration of the premises and the
respective covenants, agreements representations, warranties and indemnities of
the parties herein contained and for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged) the parties hereto
covenant and agree as follows: 

	1. 	
      DEFINED TERMS

	 	 
	1.1 	
      For the purposes of this Agreement, unless the context
      otherwise requires, the following terms will have the respective meanings
      set out below and grammatical variations of such terms will have
      corresponding meanings:




	 	(a) 	
      "Business Day" means any day which is not a Saturday,
      Sunday or statutory holiday in the United States and
  Canada;








	 	(b) 	
      "Closing Date" means August 11, 2015, or such other date
      as the Licensor and the Licensee may mutually determine;

	 	 	 
	 	(c) 	
      "IP Rights" has the meaning as ascribed in the whereas
      Clause B, above.




	1.2 	
      Currency. Unless otherwise indicated, all dollar
      amounts in this License Agreement are expressed in US funds.

	 	 
	1.3 	
      Sections and Headings. The division of this
      License Agreement into Articles, sections and subsections and the
      insertion of headings are for convenience of reference only and will not
      affect the interpretation of this License Agreement. Unless otherwise
      indicated, any reference in this License Agreement to an Article, section,
      subsection or Schedule refers to the specified Article, section or
      subsection of or Schedule to this License Agreement.

	 	 
	1.4 	
      Number, Gender and Persons. In this License
      Agreement, words importing the singular number only will include the
      plural and vice versa, words importing gender will include all genders and
      words importing persons will include individuals, corporations,
      partnerships, associations, trusts, unincorporated organizations,
      governmental bodies and other legal or business entities of any kind
      whatsoever.

	 	 
	1.5 	
      Accounting Principles. Except as otherwise stated,
      any reference in this License Agreement to generally accepted accounting
      principles refers to generally accepted accounting principles that have
      been established in the United States of America, including those approved
      from time to time by the American Institute of Certified Public
      Accountants or any successor body thereto.

	 	 
	1.6 	
      Entire Agreement. This License Agreement
      constitutes the entire agreement between the parties with respect to the
      subject matter hereof and supersedes all prior agreements, understandings,
      negotiations and discussions, whether written or oral. There are no
      conditions, covenants, agreements, representations, warranties or other
      provisions, express or implied, collateral, statutory or otherwise,
      relating to the subject matter hereof except as herein provided.

	 	 
	1.7 	
      Time of Essence. Time will be of the essence of
      this License Agreement.

	 	 
	1.8 	
      Applicable Law. This License Agreement will be
      construed, interpreted and enforced in accordance with, and the respective
      rights and obligations of the parties will be governed by, the laws of the
      Province of British Columbia. All claim demands, disputes, controversies,
      differences, or misunderstandings between the Parties relating to this
      Agreement shall be settled by arbitration before one arbitrator to be
      appointed in accordance with the International Chamber of Commerce, such
      proceeding to be held in Vancouver in the English language and judgment
      upon the award rendered by the arbitrator may be entered in any court
      having jurisdiction thereof.

	 	 
	1.9 	
      Amendments and Waivers. No amendment or waiver of
      any provision of this License Agreement will be binding on either party
      unless consented to in writing by such party. No waiver of any provision
      of this License Agreement will constitute a waiver of any other provision,
      nor will any waiver constitute a continuing waiver unless otherwise
      provided.

	 	 
	2. 	
      GRANT OF LICENSE

	 	 
	2.1 	
      The Licensor hereby grants to the Licensee, effective as
      of the Closing Date and for a period of 35 years, a non-exclusive
      worldwide license, to unenecumbered use of the Licensors IP Rights for
      consideration of the License Fee defined in Article 5 hereafter (the
      "License").








	2.2 	
      The License permits the Licensee to utilize third-party
      contractors, consultants, employees and any other relationship the
      Licensee deems necessary in the production of Products for the benefit of
      the Licensee.

	 	 
	2.3 	
      The License permits the Licensee to sell, assing, rent,
      lease or otherwise apportion rights to use all or any portion of the IP to
      as yet unidentified third parties, in as few or many instances as the
      Licensee in its own evaluation deems desirable, for the benefit of the
      Licensee.

	 	 
	2.2 	
      The Licensee agrees to assist the Licensor in recording
      this License Agreement with appropriate government authorities where such
      recording is required by law or regulation or where such recording is
      permitted or desired by the Licensor.

	 	 
	2.3 	
      The Licensor retains full perpetual rights to use the IP
      Rights for its own business operations.

	 	 
	3. 	
      USE OF LICENSE AND PURCHASE OF
    PRODUCTS

	 	 
	3.1 	
      The License is non-exclusive to the Licensee
      worldwide;

	 	 
	3.2 	
      The Licensee shall pursue trademark on all the Products
      produced by the Licensee where applicable;

	 	 
	4. 	
      OWNERSHIP

	 	 
	4.1 	
      Licensee acknowledges and agrees that, as between the
      parties to this License Agreement and subject to the rights and licenses
      granted herein, Licensor is, and at all times shall remain, the sole and
      exclusive owner of all title and interest, throughout the world, in and to
      all IP Rights, whether made on or behalf of Licensor or
Licensee.

	 	 
	5. 	
      LICENSE FEE

	 	 
	5.1 	
      The license fee payable by the Licensee to the Licensor
      for the License shall consist solely of the
following:




	 	(a) 	
      The Licensee shall pay $10,000 to the Licensor as a
      one-time payment in full, such payment to be in cash or in working capital
      already provided from Licensee to Licensor, at the discretion of the
      Licensor.




	6. 	
      TERMINATION AND EXTENSION

	 	 
	6.1 	
      Except as otherwise provided, this License Agreement
      shall terminate automatically at the end of the term specified in Section
      2.1.

	 	 
	6.2 	
      The Licence Agreement will be terminated if a bankruptcy
      proceeding is filed against the Licensee.








	7. 	
      INDEMNIFICATION, REMEDIES,
  SURVIVAL

	 	 
	7.1 	
      For the purposes of this Section 7 the terms
      "Loss" and "Losses" mean any and all demands, claims,
      actions or causes of action, assessments, losses, damages, liabilities,
      costs, and expenses, including without limitation, interest, penalties,
      fines and reasonable attorneys, accountants and other professional fees
      and expenses, but excluding any indirect, consequential or punitive
      damages suffered by Licensor or Licensee including damages for lost
      profits or lost business opportunities.

	 	 
	7.2 	
      Agreement of Licensor to
Indemnify




	 	(a) 	
      Licensor will indemnify, defend, and hold harmless, to
      the full extent of the law, for a period of three years from the
      termination of the License Agreement, the Licensee and its shareholders
      from, against, and in respect of any and all Losses asserted against,
      relating to, imposed upon, or incurred by the Licensee and its
      shareholders by reason of, resulting from, based upon or arising out
      of:




	 	(i) 	
      the breach by Licensor of any representation or warranty
      of Licensor contained in or made pursuant to this License Agreement, any
      Licensor document or any certificate or other instrument delivered
      pursuant to this License Agreement; or

	 	 	 
	 	(ii) 	
      the breach or partial breach by Licensor of any covenant
      or agreement of Licensor made in or pursuant to this License Agreement,
      any Licensor document or any certificate or other instrument delivered
      pursuant to this License Agreement.




	7.3 	
      Agreement of Licensee to
Indemnify




	 	(a) 	
      Licensee will indemnify, defend, and hold harmless, to
      the full extent of the law, for a period of two years from the termination
      of this License Agreement, the Licensor from, against, for, and in respect
      of any and all Losses asserted against, relating to, imposed upon, or
      incurred by Licensor by reason of, resulting from, based upon or arising
      out of:




	 	(i) 	
      the breach by Licensee of any representation or warranty
      of Licensee contained in or made pursuant to this License Agreement, any
      Licensee document or any certificate or other instrument delivered
      pursuant to this License Agreement; or

	 	 	 
	 	(ii) 	
      the breach or partial breach by Licensee of any covenant
      or agreement of Licensee made in or pursuant to this Agreement, any
      Licensee document or any certificate or other instrument delivered
      pursuant to this License Agreement.




	8. 	
      REPRESENTATIONS AND WARRANTIES OF THE
      LICENSOR

	 	 
	8.1 	
      The Licensor represents and warrants to the Licensee,
      with the intent that the Licensee will rely thereon in entering into this
      License Agreement and in concluding the transactions contemplated hereby,
      as follows:




	 	(a) 	
      Licensor warrants that to the best of its knowledge the
      use of the IP Rights as intended through this License Agreement, does not
      infringe upon the rights of third parties;

	 	 	 
	 	(b) 	
      Licensor warrants that to the best of its knowledge the
      IP Rights is valid, maintained and enforceable towards third parties
      worldwide;

	 	 	 
	 	(c) 	
      the execution and delivery of this License Agreement and
      the completion of the transactions contemplated hereby have been duly and
      validly authorized by all necessary limited
liability company action on the part of the Licensor, and this License
Agreement constitutes a valid and binding obligation of the Licensor enforceable
against the Licensor in accordance with its terms; except as enforcement may be
limited by bankruptcy, insolvency and other laws affecting the rights of
creditors generally and except that equitable remedies may be granted only in
the discretion of a court of competent jurisdiction; 








	 	(d) 	
      except as will be remedied by the consents, approvals,
      releases, and discharges described in Schedule 2 - Consents attached
      hereto, neither the execution and delivery of this License Agreement nor
      the performance of the Licensor’s obligations hereunder
  will:




	 	(i) 	
      violate or constitute default under any order, decree,
      judgment, statute, by-law, rule, regulation, or restriction applicable to
      the Licensor, the IP Rights, or any contract, agreement, instrument,
      covenant, mortgage, or security, to which the Licensor is a party or which
      are binding upon the Licensor,

	 	 	 
	 	(ii) 	
      to the knowledge of the Licensor, result in any fees,
      duties, taxes, assessments, penalties or other amounts becoming due or
      payable by the Licensee under any sales tax legislation,

	 	 	 
	 	(iii) 	
      give rise to the creation or imposition of any
      encumbrance on the IP Rights,

	 	 	 
	 	(iv) 	
      violate or constitute default under any license, permit,
      approval, consent or authorization held by the Licensor, or

	 	 	 
	 	(v) 	
      violate or trigger any liability on behalf of the
      Licensee pursuant to any legislation governing the licensing of the IP
      Rights by the Licensor;




	 	(e) 	
      the Licensor owns and possesses and has good and
      marketable title to the IP Rights free and clear of all encumbrances of
      every kind and nature whatsoever;

	 	 	 
	 	(f) 	
      no person other than the Licensee has any written or oral
      agreement or option or any right or privilege (whether by law, pre-emptive
      or contractual) capable of becoming an agreement or option for the
      purchase or acquisition from the Licensor of any of the IP
  Rights;

	 	 	 
	 	(g) 	
      there are no actions, suits, proceedings, investigations,
      complaints, orders, directives, or notices of defect or noncompliance by
      or before any court, governmental or domestic commission, department,
      board, tribunal, or authority, or administrative, licensing, or regulatory
      agency, body, or officer issued, pending, or to the best of the Licensor’s
      knowledge threatened against or affecting the Licensor or in respect of
      the IP Rights;

	 	 	 
	 	(h) 	
      there is no requirement applicable to the Licensor to
      make any filing with, give any notice to or to obtain any license, permit,
      certificate, registration, authorization, consent or approval of, any
      governmental or regulatory authority as a condition to the lawful
      consummation of the transactions contemplated by this Agreement, except
      for the filings, notifications, licenses, permits, certificates,
      registrations, consents and approvals described in Schedule 2 - Consents,
      or that relate solely to the identity of the Licensee or the nature of any
      business carried on by the Licensee except for the notifications, consents
      and approvals described in Schedule 2 –
Consents;








	9. 	
      REPRESENTATIONS OF THE LICENSEE

	 	 
	9.1 	
      The Licensee represents and warrants to the Licensor as
      follows, with the intent that the Licensor will rely thereon in entering
      into this License Agreement and in concluding the transactions
      contemplated hereby, that:




	 	(a) 	
      the Licensee is a corporation duly incorporated, validly
      existing, and in good standing under the laws of the State of Nevada and
      has the power, authority, and capacity to enter into this License
      Agreement and to carry out its terms;

	 	 	 
	 	(b) 	
      the execution and delivery of this License Agreement and
      the completion of the transactions contemplated hereby has been duly and
      validly authorized by all necessary corporate action on the part of the
      Licensee, and this Agreement constitutes a valid and binding obligation of
      the Licensee enforceable against the Licensee in accordance with its
      terms; except as enforcement may be limited by bankruptcy, insolvency and
      other laws affecting the rights of creditors generally and except that
      equitable remedies may be granted only in the discretion of a court of
      competent jurisdiction;

	 	 	 
	 	(c) 	
      there is no requirement for the Licensee to make any
      filing with, give any notice to or obtain any license, permit,
      certificate, registration, authorization, consent or approval of, any
      government or regulatory authority as a condition to the lawful
      consummation of the transactions contemplated by this License
      Agreement;

	 	 	 
	 	(d) 	
      neither the execution and delivery of this License
      Agreement nor the performance of the Licensee’s obligations hereunder will
      violate or constitute a default under the constating documents, by-laws,
      or articles of the Licensee, any order, decree, judgment, statute, by-law,
      rule, regulation, or restriction applicable to the Licensee, or any
      contract, agreement, instrument, covenant, mortgage or security to which
      the Licensee is a party or which are binding upon the Licensee;

	 	 	 
	 	(e) 	
      there are no actions, suits, proceedings, investigations,
      complaints, orders, directives, or notices of defect or non-compliance by
      or before any court, governmental or domestic commission, department,
      board, tribunal, or authority, or administrative, licensing, or regulatory
      agency, body, or officer issued, pending, or to the best of the Licensee’s
      knowledge threatened against or affecting the Licensee; and the Licensee
      is in compliance in all material respects with all applicable laws
      applicable to Licensee and its business; and

	 	 	 
	 	(f) 	
      The Licensee will use its reasonable best efforts to
      ensure the commercial success of the Products during the life of this
      License Agreement.




	10. 	
      NON MERGER

	 	 
	10.1 	
      The representations, warranties, covenants, and
      agreements of the Licensor contained herein and those contained in the
      documents and instruments delivered pursuant hereto or in connection
      herewith will survive the Closing Date and the term of this License
      Agreement, and notwithstanding the completion of the transactions
      contemplated hereby, the waiver of any condition contained herein (unless
      such waiver expressly releases the Licensor of such representation,
      warranty, covenant, or agreement), or any investigation by the Licensee,
      same will remain in full force and effect.

	 	 
	10.2 	
      The representations, warranties, covenants, and
      agreements of the Licensee contained herein and those contained in the
      documents and instruments delivered pursuant hereto or in connection
      herewith will survive the Closing Date and the term of this License
      Agreement, and notwithstanding the completion of the transactions
      contemplated hereby, the waiver of any condition contained herein (unless
      such waiver expressly releases the Licensee of such representation,
warranty, covenant, or agreement), or any investigation by the Licensor, same
will remain in full force and effect. 








	11. 	
      FURTHER ASSURANCES

	 	 
	11.1 	
      From time to time subsequent to the Closing Date, the
      parties covenant and agree, at the expense of the requesting party, to
      promptly execute and deliver all such further documents and instruments
      and do all such further acts and things as may be required to carry out
      the full intent and meaning of this Agreement and to effect the
      transactions contemplated hereby.

	 	 
	12. 	
      ASSIGNMENT

	 	 
	12.1 	
      This Agreement may not be assigned by any party hereto
      without the prior written consent of the other parties hereto.

	 	 
	13. 	
      SUCCESSORS AND ASSIGNS

	 	 
	13.1 	
      This Agreement will enure to the benefit of and be
      binding upon the parties hereto and their respective successors and
      permitted assigns.

	 	 
	14. 	
      COUNTERPARTS

	 	 
	14.1 	
      This Agreement may be executed in several counterparts,
      each of which will be deemed to be an original and all of which will
      together constitute one and the same instrument.

	 	 
	15. 	
      NOTICES

	 	 
	15.1 	
      Any notice required or permitted to be given under this
      Agreement will be in writing and may be given by personal service or by
      prepaid registered mail, and addressed to the proper party or transmitted
      by electronic facsimile generating proof of receipt of transmission at the
      address or facsimile number stated below:




	 	(a) 	
      if to the Licensor:

	 	 	 
	 		
      Bal Bhullar
      
_______________________

_______________________

_______________________


	 	 	Facsimile No.:
	 	 	 
	 	(b) 	
      if to the Licensee:








	 	Lexaria Corp 
	 	Suite 950 - 1130 West Pender Street 
	 	Vancouver, BC V6E 4A4 
	 	 
	 	Facsimile No.: 
	 	 
	 	with a copy to: 
	 	 
	 	Macdonald Tuskey 
	 	Suite 400 – 570 Granville Street 
	 	Vancouver, BC V6C 3P1 
	 	 
	 	Attention: William L. Macdonald 
	 	 
	 	Facsimile No.: +1 (604) 681-4760



or to such other address or facsimile
number as any party may specify by notice. Any notice sent by registered mail as
aforesaid will be deemed conclusively to have been effectively given on the
fifth business day after posting; but if at the time of posting or between the
time of posting and the third business day thereafter there is a strike, lockout
or other labour disturbance affecting postal service, then such notice will not
be effectively given until actually received. Any notice transmitted by
electronic facsimile will be deem conclusively to have been effectively given if
evidence of receipt is obtained before 5:00 p.m. (recipient’s time) on a
Business Day, and otherwise on the Business Day next following the date evidence
of receipt of transmission is obtained by the sender. 

	16. 	
      TENDER AND EXTENSIONS

	 	 
	16.1 	
      Tender may be made upon the Licensor or Licensee or upon
      the solicitors for the Licensor or Licensee and such solicitors are
      expressly authorized by their respective clients to confirm extensions of
      the Closing Date.

	 	 
	17. 	
      REFERENCE DATE

	 	 
	17.1 	
      This Agreement is dated for reference as of the date
      first above written, but will become binding as of the date of execution
      and delivery by all parties hereto and subject to compliance with the
      terms and conditions hereof, the transfer and possession of the Business
      Assets will be deemed to take effect as at the close of business on the
      Closing Date. References herein to the date of the Agreement or to the
      date hereof shall be deemed to mean the date set forth in the preamble to
      this Agreement.







IN WITNESS WHEREOF the parties have executed and delivered
these presents on the dates indicated below. 

POVIVA TEA, LLC 


	Per: 	 
		Authorized Signatory 
	 	 
	Dated: 	 
	  	 
	  	 
	Per: 	 
		Authorized Signatory 
	 	 
	Dated: 	 
	  	 
	  	 
	LEXARIA CORPORATION 
	 
	Per: 	 
		Authorized Signatory 
	 	 
	Dated: 	 
	  	 
	  	 
	Per: 	 
		Authorized Signatory 
	 	 
	Dated: 	 







EXHIBIT A 

U.S. Provisional Patent Application Serial No. 62/010,601 filed
June 11, 2014 

U.S. Provisional Patent Application Serial No. 62/037,706 filed
August 15, 2014 

U.S. Provisional Patent Application Serial No. 62/153,835 filed
April 28, 2015 

U.S. Provisional Patent Application Serial No. 62/161,324 filed
May 14, 2015 

U.S. Utility Patent Application Serial No. 14/735,844 filed
June 10, 2015 

PCT Patent Application Serial No. PCT/US15/35128 filed June 10,
2015