EXCLUSIVE LICENSE AGREEMENT


 


THIS AGREEMENT (“Agreement”)
effective July 3, 2013 (the “Effective Date”) is entered into by and between Luckycom, Inc., a Nevada corporation (“Luckycom”),
and Luckycom Pharma Pte. Ltd., a Singapore company (“Pharma”). The parties, intending to be legally bound, agree as
follows:


 


SECTION 1 – LICENSE 


 


1.1 Definitions. For purposes
of this Agreement:


 


(1) “Know-How
Rights” shall mean all trade secret and other know-how rights in and to all data, information, compositions and other
technology (including, but not limited to, formulae, procedures, protocols, techniques and results of experimentation and testing)
in existence on the Effective Date controlled by Pharma or its affiliates or arising thereafter to the extent necessary or useful
for Luckycom to make, have made, use, develop, sell, exploit or seek regulatory approval to market a composition, a diagnostic
or service, or to practice any method or process, at any time claimed or disclosed in any issued License or pending License application
within the License Rights or which otherwise relates to the Antimalarial Drugs Technology.


 


(2) “License Rights”
shall mean (a) all Licenses and License applications in any country of the world that claim or cover the Technology to the extent
Pharma or its affiliates heretofore or hereafter have an ownership or (sub)licensable interest therein, (b) all divisions, continuations,
continuations-in-part, that claim priority to, or common priority with, the License applications described in clauses (a) and (b)
above or the License applications that resulted in the Licenses described in clauses (a) and (b) above, and (c) all Licenses that
have issued or in the future issue from any of the foregoing License applications, including utility, model and design Licenses
and certificates of invention, together with any reissues, renewals, extensions, substitutes or additions thereto.


(3) “Pharma IP”
shall mean the License Rights and the Know-How. (4) “Technology” shall mean compositions, devices, technology, data
and information comprising, responsible for, resulting from or relating to use of the antimalarial medicine technologies held by
Pharma, together with all improvements and enhancements thereto, all modifications and derivatives thereof, all products comprising
any of the foregoing, and all methods of manufacture and uses of any of the foregoing.


 


1.2 Grant of Exclusive License.
For the term of this Agreement, Pharma hereby grants to Luckycom an exclusive worldwide license to develop, manufacture, have manufactured,
use, market, sell and import antimalarial medicines under the Pharma IP, including but not limited to the items of intellectual
property detailed on Schedule 2 A hereto, and to use all trademarks and copyrights related to the Pharma IP in furtherance of such
activities.




    	 



    	 



    

 


1.2 IP Development. All medical
devices and all additional intellectual property pertaining to the treatment of Malaria, including all additional Licenses, applications,
trademarks, copyrights, inventions, trade secrets, and know-how developed by Luckycom or Pharma during the term of this Agreement
relating to or based in whole or in part on the Pharma IP shall be the sole and exclusive property of the developing party.


 


1.3 Consideration. In consideration
for the licenses granted hereunder, Luckycom shall issue to Pharma 500,000 shares of Luckycom common stock.


 


SECTION 2 – ASSET PURCHASE OPTION
AND RIGHT OF FIRST REFUSAL


 


2.1 Asset Purchase Option. At
any time until the expiration of the licensing term of this Agreement, Luckycom shall have the exclusive option to purchase all
of the Pharma IP for a purchase price equal to 9,000,000 shares of common stock.


 


Within thirty (30) days of Luckycom’s
written notice to Pharma that it elects to exercise the purchase option, the purchase shall be concluded by execution of a formal
Asset Purchase Agreement containing customary representations and warranties, together with any and all ancillary documentation
necessary to affect the sale.


 


SECTION 3 – REPRESENTATIONS AND WARRANTIES
OF PHARMA


 


Pharma hereby represents and warrants to Luckycom
as follows:


 


3.1 Organization. Pharma (i)
is duly organized, validly existing and in good standing (or its equivalent) under the laws of Singapore, (ii) has all licenses,
permits, authorizations and other consents necessary to own, lease and operate its properties and assets and to carry on its business
as it is now being conducted and (iii) has all requisite corporate or other applicable power and authority to own, lease and operate
its properties and assets and to carry on its business as it is now being conducted and presently proposed to be conducted. Pharma
is duly qualified or authorized to conduct business and is in good standing (or its equivalent) as a foreign corporation or other
entity in all jurisdictions in which the ownership or use of its assets or nature of the business conducted by it makes such qualification
or authorization necessary.


 


3.2 Authorization; Validity of Agreement.
Pharma has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance by Pharma of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by the Board of Directors of Pharma and no other action on the part of Pharma or
any of its stockholders or subsidiaries is necessary to authorize the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby. This Agreement has been duly executed and 3 delivered by Pharma and is a valid and binding
obligation of Pharma, enforceable against Pharma in accordance with its terms, except as such enforcement is limited by bankruptcy,
insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.




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3.3 Consents and Approvals; No Violations.
Neither the execution, delivery or performance of this Agreement by Pharma nor the consummation of the transactions contemplated
hereby will (i) violate any provision of its certificate of incorporation or by-laws; (ii) violate, conflict with or result in
a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute
a default) under, require the consent of or result in the creation of any encumbrance upon any of the properties of Pharma or any
of its subsidiaries under any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract,
agreement or other instrument to which Pharma or any its subsidiaries or any of their respective properties may be bound; (iii)
require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental
entity by or with respect to Pharma or any of its subsidiaries; or (iv) violate any order, writ, judgment, injunction, decree,
law, statute, rule or regulation applicable to Pharma or any of its subsidiaries or any of their respective properties or assets.


 


3.4 The consent of, or the delivery
of notice to or filing with, any party to a material contract is not required for the execution and delivery by Pharma of this
Agreement or the consummation of the transactions contemplated under the Agreement.


 


3.5 Licenses and Other Intangible Assets.
Pharma (i) owns, free and clear of all liens, all Licenses, trademarks, copyrights, inventions, trade secrets, and know-how related
to or comprising the Pharma IP, (ii) has not sold or granted to any third party any rights in the Pharma IP, and (iii) has the
right to use such intellectual property without infringing upon or otherwise acting adversely to the right of any person under
or with respect to any of the foregoing. All of the Pharma IP can and will be licensed by Pharma to Luckycom upon the terms of
this Agreement without the consent of any Person other than Luckycom.


 


3.6 Shares To Be Issued To Pharma.
With respect to the shares of common stock to be issued to Pharma as consideration hereunder (the “Shares”), Pharma
represents and warrants to Luckycom the following:


 


(a) Pharma acknowledges
that an investment in the Shares involves a high degree of risk in that Luckycom does not currently generate revenue and may require
substantial funds to pursue its business plan;


(b) Pharma recognizes that
an investment in the shares is highly speculative and only investors who can afford the loss of their entire investment should
consider investing in Luckycom and the Shares;


(c) Pharma and its officers
and directors have such knowledge and experience in finance, securities, investments, including investment in unregistered 4 securities,
and other business matters so as to be able to protect its interests in connection with this transaction;




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(d) Pharma is an "Accredited
Investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended;


(e) Pharma acknowledges
that no market for the Shares presently exists and accordingly Pharma may not be able to liquidate its investment;


(f) Pharma acknowledges
that the Shares are subject to significant restrictions on transfer as imposed by state and federal securities laws;


(g) Pharma hereby acknowledges
(i) that this offering of Shares has not been reviewed by the United States Securities and Exchange Commission ("SEC")
or by the securities regulator of any state; (ii) that the Shares are being issued by Luckycom pursuant to an exemption from registration
provided by Section 4(2) of the Securities Act of 1933; and (iii) that the certificate evidencing the Shares received by Pharma
will bear a legend in substantially the following form:


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY REGISTRATION
IS NOT REQUIRED FOR SUCH TRANSFER AND THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE APPLICABLE FEDERAL AND STATE SECURITIES
LAWS OR ANY RULE OR REGULATION PROMULGATED THERE UNDER.


 


(h) Pharma is acquiring
the Shares as principal for Pharma’s own benefit;


(i) Pharma is not aware
of any advertisement of the Shares or any general solicitation in connection with any offering of the Shares;


(j) Pharma acknowledges
and agrees that Luckycom has previously made available to Pharma the opportunity to ask questions of and to receive answers from
representatives of Luckycom concerning Luckycom and the Shares, as well as to conduct whatever due diligence Pharma, in its discretion,
deems advisable.


 




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SECTION 4 – REPRESENTATIONS AND WARRANTIES
OF LUCKYCOM


 


Luckycom hereby represents and warrant to Pharma
as follows:


 


4.1 Organization. LUCKYCOM (i)
is duly organized, validly existing and in good standing (or its equivalent) under the laws of the State of Nevada, (ii) has all
licenses, permits, authorizations and other consents necessary to own, lease and operate its properties and assets and to carry
on its business as it is now being conducted and (iii) has all requisite corporate or other applicable power and authority to own,
lease and operate its properties and assets and to carry on its business as it is now being conducted and presently proposed to
be conducted. Luckycom is duly qualified or authorized to conduct business and is in good standing (or its equivalent) as a foreign
corporation or other entity in all jurisdictions in which the ownership or use of its assets or nature of the business conducted
by it makes such qualification or authorization necessary.


 


4.2 Authorization; Validity of
Agreement. Luckycom has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and performance by Luckycom of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by the Board of Directors of Luckycom and no other action on the
part of Luckycom or any of its stockholders or subsidiaries is necessary to authorize the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Luckycom and
is a valid and binding obligation of Luckycom, enforceable against Luckycom in accordance with its terms, except as such enforcement
is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and
by general principles of equity.


 


4.3 Shares To Be Issued To Pharma.
With respect to the shares of common stock to be issued to Pharma as consideration hereunder (the “Shares”), Luckycom
represents and warrants to Pharma that, upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common
stock in the capital of Luckycom.


 


4.4 Fairness Opinion. Pharma
and Luckycom represents that the Parties do not require a fairness opinion to execute this Agreement or transfer the License.


 


SECTION 5 – TERM AND TERMINATION


 


5.1 This Agreement shall expire 2 years
from its date of execution unless extended or sooner terminated in accordance with the provision of this section.


 


5.2 Either party may terminate this
Agreement on the anniversary date by giving the other party sixty (60) days prior written notice of its election to terminate.


 


5.3 No rights or obligations survive
termination of this Agreement.




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SECTION 6 – MISCELLANEOUS


 


6.1 Amendments. Subject to applicable
law, this Agreement may be amended or modified by the parties hereto only by written agreement executed by each party to be bound
thereby and delivered by duly authorized officers of the parties hereto.


 


6.2 Entire Agreement. This Agreement
and the exhibits attached hereto or referred to herein constitute the entire agreement of the parties hereto, and supersede all
prior agreements and undertakings, both written and oral, among the parties hereto, with respect to the subject matter hereof and
thereof.


 


6.3 Severability. If any term
or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all
other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate
in good faith to amend or modify this Agreement so as to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.


 


6.4 Successors and Assigns; Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties
hereto without the prior written approval of all parties.


 


6.5 No Third Party Beneficiaries.
Nothing herein expressed or implied shall be construed to give any person other than the parties hereto (and their successors and
assigns as permitted herein) any legal or equitable rights hereunder.


 


6.6 Counterparts; Delivery by
Facsimile. This Agreement may be executed in multiple counterparts, and by the different parties hereto in separate counterparts,
each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement.
This Agreement and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or
thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or by electronic
mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto
or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver
them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or
electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated
through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each
such party forever waives any such defense.




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6.7 Governing Law. This Agreement
and the agreements, instruments and documents contemplated hereby shall be governed by and construed and enforced in accordance
with the laws of the State of Nevada without regard to its conflicts of law principles.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed on the date first written above.


 


LUCKYCOM, INC.


By: /s/ Kingrich Lee


Name: Kingrich Lee


Title: President & CEO


 


 


LUCKVCOM PHARMA PTE. LTD.


By: /s/ Kingrich Lee


Name: Kingrich Lee


Title: President & CEO




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Schedule A -Pharma IP


 


The Pharma IP shall include of all of Pharma'
s right title and interest in and to the intellectual property rights set forth herein below, as they relate to: (a) the Licenses,
License applications, and any inventions set forth below (collectively, the "Licenses"); (b) all rights to apply in any
or all countries of the world for Licenses or governmental grants in such Licenses; (c) any and all applications filed and any
and all Licenses, certificates of inventions or other governmental grants granted on said Licenses in the United States or any
other country, including each and every application filed and each and every License granted on any applications which is a division,
substitution or continuation of any of said applications; (d) each and every reissue or extension of any of such Licenses; (e)
each any every License claim resulting from a reexamination certificate for any and all such Licenses; and (f) any and all rights
to sue for and recover damages for any past, present or future violation, misappropriation or infringement of the Licenses.


 


Antimalarial Drugs IP from LUCKYCOM Pharma
Pte. Ltd, Singapore


 


	Drug License Name 	Ingredients 	Drug License No. 
	COSUNATE 	Artesunate+Amodiaquine Hydrochloride Kit Tablets 	KD-1995-A 
	SUNITA 	Artesunate+Sulfodoxine and Pyrimethamine Kit Tablets 	KD-1995-A 
	LUCKY-SP 	Sulfadoxine and Pyrimethamine Tablet & suspension 	KD-1995-A 
	LCQUlN 	Quinine tablet 	KD-1995-A 
	LCQUlN 	Quinine Dihydrocholoride Injection 	KD-2292-A 
	BETER 	Artemether injection 	KD-2292-A 
	LCOI-AX6 	A compound Antimalarial drugs 	Under Development 




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