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






Exhibit 10.1 

INTELLECTUAL PROPERTY LICENSE
#2018US05 

           
This document certifies that an Intellectual Property License dated as
of April 24, 2018 has been granted by:

Lexaria Bioscience Corp., a Nevada corporation with
offices at 156 Valleyview Rd, Kelowna, British Columbia, V1X 3M4, Canada
(“Licensor”, “Lexaria”, “us”, “our”,
“we”),

To: 

Nuka Enterprises, LLC, a Delaware limited
liability company with offices at 9690 Dallas St., Henderson, Colorado (together
with its successors and assigns “Nuka”, “Licensee”, “you”,
“your”).

RECITALS 

           
WHEREAS certain capitalized terms not otherwise defined below are
defined in Exhibit “D” herein; 

           
WHEREAS, LICENSEE is directly or indirectly through a Partner, as
further defined in section 1(a), engaged in the business of developing,
manufacturing, and selling marijuana-infused products pursuant to licenses
issued by the State of Colorado Department of Revenue Marijuana Enforcement
Division (“MED”), pursuant to regulations promulgated under C.R.S. §
12-43.4 -101 et seq, and the City of Henderson, pursuant to regulations
promulgated thereby and pursuant to licenses issued by the authorities relevant
in each and every geographic location optioned within this Agreement, pursuant
to regulations promulgated thereby; 

           
WHEREAS, LICENSOR owns and holds, and will make improvements from time
to time upon, certain intellectual property and technology (“Technology”)
related to, including but not limited to, the development, testing, and
manufacturing process for cannabis-infused and vitamin-infused products, which
Technology is more specifically described in Exhibit A and detailed batch
records and formulation calculation spreadsheets that shall be provided by email
prior to the execution of this License Agreement, by LICENSOR to LICENSEE; 

           
WHEREAS, LICENSEE wishes to utilize the Technology (which shall include
any Licensor’s Improvements, as defined below) of LICENSOR, and LICENSOR desires
for LICENSEE to utilize the Technology with cannabis-infused chocolates,
candies, and/or consumable liquids and/or topical skin-care or transdermal
products that will always contain more than 0.3% Tetrahydrocannabinol (THC)
(together, the “End Products”), as further described in Exhibit B and in
Definitions, subject to the terms and conditions set forth herein. Such End
Products shall only be distributed and/or sold by LICENSEE or Partner as defined
in Section 1.a below in compliance with all local and state, licensing
requirements within the state of Colorado in which LICENSEE is permitted by this
Agreement or an addendum to this Agreement to sell or distribute the End
Products (such locations collectively referred to as “Permitted
Locations” or “Territory”);

           
WHEREAS, LICENSEE shall not export the End Products from any individual
jurisdiction within the Territory to any other location within or outside of the
Territory without express written permission granted in advance from the
LICENSOR and any relevant local laws or authority and subject to entering a
separate licensing agreement or by addendum to this Agreement, and always
subject to availability among other LICENSOR considerations; 

           
NOW, THEREFORE, in consideration of the promises and the respective
covenants and agreements of the parties contained in this Agreement, the Parties
hereto agree as follows: 




- 2 - 

LICENSE 

	1. 	
      License of Technology: Subject to certain terms
      and conditions, LICENSOR hereby grants to LICENSEE each of the licenses
      more fully defined in Section 2 below.




	 	a) 	
      Non-transferable: The license granted by this
      Section 1 may not be transferred or sublicensed by LICENSEE without
      LICENSOR’s written consent. However, LICENSEE has the right to sublicense
      its license to any entity within the Nuka Group.

	 	 	 
	 	b) 	
      Other Products: The Parties agree that LICENSEE is
      not limited to production of the End Products defined herein, but that
      LICENSEE may develop, create and test new products that are derived from
      or otherwise incorporate the Technology and such new products are only to
      be distributed and/or sold to Permitted Locations (the “New Products”),
      subject to availability of licenses in the future from
  Lexaria.




	2) 	
      Semi-Exclusivity. LICENSEE will have the following
      rights to produce and sell the End Products for ten (10) years in the
      Territory using the Technology licensed pursuant to this
  Agreement.




	 	a) 	
      In the Territory:

	 	 	 
	 		
      Semi-Exclusive rights from the Effective Date until ten
      (10) years after the Effective Date, allowing LICENSEE the ability to
      continue to manufacture and sell the End Products directly or through its
      Partner in the Permitted Locations within the Territory for the balance of
      the term of this Agreement as per Section 4. Semi-Exclusive under this
      Agreement means that LICENSOR will not permit more than five (5) other
      such licensees at any time for the End Products utilizing its Technology
      to be granted within the Territory.




	 	b) 	
      License Option:

	 	 	 
	 		
      Furthermore, during the life of this Agreement, LICENSOR
      will reserve one license in each other State in the United States where
      there is a lawful and regulated adult use or medical cannabis market and
      in the country of Canada for each product line in Exhibit B for the
      benefit of LICENSEE to be semi-exclusive in the case of the End Products,
      to distribute and/or sell End Products in locations compliant with all
      local and state laws applicable therein both at the time of effecting this
      Agreement and as laws evolve in America during the life of this Agreement
      under this option arrangement (the “License Option”).

	 	 	 
	 		
      If it chooses to accept a License Option, LICENSEE shall
      provide thirty (30) calendar days’ notice in writing not less than 30 days
      in advance prior to first LICENSEE sales expected in each new Subsequent
      Territory under this License Option. License Fees as per Exhibit C start
      as of first LICENSEE sale in each new Subsequent Territory under this
      License Option. For territories where a final, semi-exclusive license is
      the only remaining license available, LICENSOR shall notify LICENSEE that
      such final license exists and LICENSEE shall have the option of receiving
      the final, semi-exclusive license for each Subsequent Territory under this
      License Option if it accepts the option within sixty (60) days of being
      notified in writing by Licensor. If and only at such time as LICENSEE
      notifies LICENSOR that it wants to sell or cause to sell directly or
      through a Partner, as described in Section 1(a), any End Products
      utilizing the Technology in any or all of the Subsequent Territory
      locations included under this License Option (“Exercise of License
      Option”), then LICENSEE does hereby agree to a license of the
      Technology for each state into which it has exercised the License Option
      that is substantially similar to this Agreement in each Subsequent
      Territory optioned in accordance with this License Option (“Subsequent
      License Agreement”). Each Subsequent License Agreement will have an
      expiration date that matches exactly the expiration date of this Agreement
      (ie: April 2028). All such Subsequent License Agreements entered prior to
      September 1, 2023 shall follow to the greatest extent possible the same
proportionate appropriate Territory License fees and Usage fees of this
Agreement subject to those terms found in Exhibit C below. All such Subsequent
License Agreements entered on or after September 1, 2023 shall be subject to
good faith negotiations to determine appropriate fair market value Territory
License fees and Usage Fees relative to the then-current market conditions.








- 3 - 

	 	c) 	
      LICENSOR’s Products: LICENSOR shall not be
      prohibited from licensing or similar arrangements with respect to the
      Technology outside of the Territory, subject to the terms of this
      Agreement, including the semi-exclusivity provisions and License Options
      and Product Options. LICENSOR is expressly permitted to utilize its
      Technology on any basis it chooses, at any time, for producing and
      commercializing its own products.




	3) 	
      Rights and Obligations Related to the Technology.
      Except as expressly provided in this section or elsewhere in this
      Agreement, neither Party will be deemed by this Agreement to have been
      granted any license or other rights to the other Party’s products,
      information or other intellectual property rights, either expressly or by
      implication, estoppel or otherwise.




	 	a) 	
      LICENSOR Intellectual Property: LICENSOR
      retains full, absolute, and complete rights to all processes covered or
      described in all of its issued patents and its patent applications filed
      prior to the date of this Agreement, and any future continuations,
      continuations in part or divisional applications filed thereto, including
      but not limited to the US Provisional patent applications, US Utility
      patent application, and the International patent application, that
      comprise the Technology (“Licensor IP”), unless LICENSOR allows
      these applications to abandon or lapse, or otherwise fails to protect the
      Technology. Except as expressly provided for in Section 2, nothing in this
      Agreement or in the conduct of the Parties shall be interpreted as
      preventing LICENSOR from granting to any other person a license for use of
      the Technology or from using the Technology in any manner
    whatsoever.

	 	 	 
	 	b) 	
      LICENSEE Intellectual Property: Any
      intellectual property resulting solely from LICENSEE’s work, know-how, or
      development that does not include nor rely upon the Technology,
      Licensor IP or jointly owned intellectual property, as described in this
      Agreement, shall be owned by LICENSEE (“Licensee IP”).

	 	 	 
	 	c) 	
      Improvements:




	 	i) 	
      LICENSOR Improvements: The entire right and title to the
      Technology, whether or not patentable, and any patent applications or
      patents based thereon, which directly relate to and are not severable from
      LICENSOR IP and which are improvements thereto by LICENSOR, its employees
      or others acting solely on LICENSOR’s behalf shall be owned solely by
      LICENSOR (“Licensor Improvements”).

	 	 	 
	 	ii) 	
      LICENSEE Improvements: Rights and title to improvements
      whether or not patentable, and any patent applications or patents based
      thereon, which directly relate to and are not severable from LICENSOR IP
      and which are improvements thereto by LICENSEE, its employees or its
      Partner, as defined by this Agreement, shall be owned by the LICENSEE
      (“Licensee Improvements”). In respect to such Licensee Improvements,
      LICENSOR grants LICENSEE a license to use the underlying intellectual
      property supporting any such improvement for so long as this Agreement
      remains in effect (including any renewal terms) and LICENSOR agrees to
      negotiate in good faith terms of license renewal after the end of the Term
      of this Agreement and any renewal terms per Section 4a. If LICENSEE
      develops any Licensee Improvements, LICENSEE will promptly provide
      LICENSOR with written notice of such Licensee Improvements to validate
      LICENSEE’S claim to Licensee Improvements. Following receipt of notice of
      such Licensee Improvements, LICENSOR shall have the exclusive option
      during the Term of this Agreement (and any renewal terms) to purchase or
      license from LICENSEE the Licensee Improvements for LICENSOR’s use upon
      mutually agreeable terms and conditions that the parties shall
      negotiate in good faith. Nothing in this Agreement shall be
      interpreted to require LICENSEE to sell or license the Licensee
    Improvements to LICENSOR.








- 4 - 

	 	iii) 	
      Joint Improvements: Rights and title to the Technology,
      whether or not patentable, and any patent applications or patents based
      thereon, which directly relate to and are not severable from LICENSOR IP
      and which are improvements thereto by both LICENSOR AND LICENSEE shall be
      jointly owned intellectual property by LICENSOR AND LICENSEE.

	 	 	 
	 	iv) 	
      Improvements; Assignment. LICENSEE and LICENSOR
      hereby represent that all Partners, employees and other persons acting on
      its behalf in performing its obligations under this Agreement shall be
      obligated under a binding written agreement to assign, or as it shall
      direct, all Joint Improvements that include or rely on the Technology
      conceived or reduced to practice by such Partners, employees or other
      persons acting on its behalf in accordance with this Agreement to the
      benefit of LICENSOR and LICENSEE.

	 	 	 
	 	v) 	
      Improvements; Confidential Information. All
      Improvements shall constitute Confidential Information and shall be
      subject to the confidentiality provisions set forth in this
    Agreement.





	 	d) 	
      Inventions; Reporting:

	 	 	 	 
	 		i) 	
      Upon making any invention that does not include or
      rely upon the Technology LICENSEE has no obligation to share such
      information of invention with LICENSOR nor inform LICENSOR of said
      invention, and LICENSEE retains unrestricted rights and ability to use,
      assign, license, seek patent and other forms of intellectual property
      protection related to said invention. For the avoidance of doubt, any such
      new invention, development, technology, and/or intellectual property
      belongs solely to LICENSEE. Upon making any invention that does or does
      NOT include or rely upon the Technology, LICENSOR has no obligation to
      share such information of invention with LICENSEE nor inform LICENSEE of
      said invention, and LICENSOR retains unrestricted rights and ability to
      use, assign, license, seek patent and other forms of intellectual property
      protection related to said invention.




	 	e) 	
      Jointly Owned Intellectual Property: If any
      patent applications are filed seeking to protect any Joint Improvements
      (“Jointly Owned IP”), each Party shall be named as joint
      inventors.

	 	 	 	 
	 		i) 	
      Prosecution and Maintenance of Jointly Owned
      Patents. The Parties shall cooperate to cause the filing of one or
      more patent applications covering any such Jointly Owned IP. The Parties
      will mutually agree upon which of them shall be responsible for filing,
      prosecution and maintenance of Jointly Owned IP. The expenses of such
      filing, prosecution and maintenance shall be equally shared by the Parties
      unless one of the Parties assigns all of its rights to the other Party.
      Both Parties agree to assist the other Party in enforcing its rights in
      the Jointly Owned IP. The costs of any such assistance or cooperation will
      be borne by the requesting party.

	 	 	 	 
	 		ii) 	
      Jointly Owned IP Rights. LICENSOR grants to
      LICENSEE an exclusive, non-sub-licensable, fully-paid, royalty-free,
      perpetual license to any Jointly Owned IP. Further, LICENSEE grants to
      LICENSOR an exclusive, non-sub-licensable, fully-paid, royalty-free,
      perpetual license to any Jointly Owned IP.




	 	f) 	
      No Challenge. LICENSEE expressly
      acknowledges and agrees that all rights in and to the Technology shall
      remain vested in LICENSOR, and LICENSEE shall not assert any rights to the
      Technology except as otherwise provided in this Section 3.

	 	 	 
	 	g) 	
      Notice Requirements. To the extent
      required by applicable rules and regulations, including those of MED
      related to packaging, LICENSEE agrees that it will include such patent
      notices and other proprietary notices on all End Products or related
      materials that contain any Technology if required by MED or other
      regulators in order to give appropriate notice of all intellectual
      property rights therein or pertaining thereto.

	 	 	 
	 	h) 	
      Quality
Control.







- 5 - 

	 	i) 	
      LICENSEE agrees to maintain and preserve the quality of
      the Technology, and to use the Technology in good faith and in a manner
      consistent with the uses approved herein.

	 	 	 
	 	ii) 	
      LICENSEE shall (a) ensure that all End Products and
      related materials under the Technology are developed, tested, promoted,
      manufactured and distributed in a professional manner in compliance with
      all generally accepted industry standards, and (b) comply in all material
      respects with any and all laws, rules and regulations that are applicable
      to the development, testing, promotion, manufacture and distribution of
      the End Products and such related materials.




	4) 	
      Term and Termination.

	 	 	 
		a) 	
      Term and Renewal. This Agreement shall take effect
      upon signing by both Parties and shall remain in effect for the shorter of
      either ten (10) years; or, such circumstances as described in Section 4.c.
      At any time after the ninth anniversary, this Agreement may be renewed by
      LICENSEE for an additional five (5) years on terms to be negotiated in
      good faith based on market conditions at the time of renewal by the
      Parties.

	 	 	 
		b) 	
      Termination. This Agreement and the licenses
      granted hereunder may be terminated prior to the expiration of the initial
      term or any renewal term of this Agreement as
follows:




	 	i) 	
      This Agreement may be terminated by LICENSOR by written
      notice to LICENSEE upon the occurrence of any of the following: (i)
      failure of LICENSEE to pay any license fees for more than sixty (60) days
      after they become due; (ii) LICENSEE’s violation of the provisions of
      Sections 7 and 8 or LICENSEE’s material breach of any other term of this
      Agreement, which breach is not cured within sixty (60) days after written
      notice of such breach from LICENSOR; (iii) failure of LICENSEE to maintain
      all required licenses and governmental authorizations required for the
      conduct of its business or to comply in all material respects with
      applicable laws; or (iv)LICENSEE ceases operations, makes a general
      assignment for the benefit of creditors, or is the subject of a voluntary
      or involuntary bankruptcy, insolvency or similar proceeding.

	 	 	 
	 	ii) 	
      This Agreement may be terminated by LICENSEE by written
      notice to LICENSOR in the event of material breach by LICENSOR of its
      obligations or representations and warranties under this Agreement, which
      breach is not cured within sixty (60) days after written notice of such
      breach from LICENSEE.




	 	c) 	
      Effect of Termination. Except as provided for in
      Section 5, LICENSEE’s payment obligations shall extinguish if this
      Agreement is terminated. If the Agreement expires without any renewal
      thereof, then LICENSEE must immediately cease and desist all utilization
      of the Technology to manufacture, distribute or sell End Products, except
      that it may distribute and sell End Products until all finished goods and
      raw materials inventory as of the date of termination (inventory
      verification required) that pertains to the Technology has been sold. In
      any event, upon the natural future expiration of all pending and issued
      patents as applicable related to the Technology described herein the
      License Agreement shall expire and LICENSEE shall have no further payment
      obligations to LICENSOR.

	 	 	 
	 		
      Survivability. This agreement in its
      entirety survives and remains in force if either Party is acquired by any
      unknown third party. In the event that either Party negotiates any such
      sale or acquisition, then it shall form a part of any such sale or
      acquisition agreement, that this Agreement remains binding upon the third
      party that is the purchaser or acquirer.




	5) 	
      Indemnification.




	 	a) 	
      LICENSEE agrees to indemnify LICENSOR and hold LICENSOR
      harmless from and against any and all liabilities, losses and expenses
      arising from (i) LICENSEE’s unauthorized use of the Technology; (ii)
      LICENSEE’s failure to comply with applicable laws or to maintain all
      required licenses and governmental authorizations; (iii) any breach of
      LICENSEE’s representations and warranties set forth herein; and (iv) any liability to
      third parties as a result of LICENSEE’s production, distribution and/or
      sale of End Products, except as to any liability arising out of the proper
  use of the Technology.








- 6 - 

	 	b) 	
      LICENSOR agrees to indemnify LICENSEE and hold LICENSEE
      harmless from and against any and all liabilities, losses and expenses
      arising from (i) any breach of LICENSOR’s representations and warranties
      set forth herein; and (ii) any claims of infringement raised by third
      parties as to the Technology or Licensed
Patents.





	6) 	
      Confidentiality. In addition to the
      Confidentiality Agreement previously entered into by the Parties, at all
      times during the term of this Agreement (including any renewal term) and
      thereafter, LICENSEE will not use or disclose and will otherwise keep
      confidential any trade secrets or proprietary information, including, but
      not limited to the Technology and other intellectual property of LICENSOR
      (collectively, the “Confidential Information”) except to the extent
      required to perform its obligations under this Agreement. Without
      limitation of the foregoing, LICENSEE will hold the Confidential
      Information in confidence and will (a) exercise the same degree of care,
      but no less than a reasonable degree of care, to prevent its disclosure as
      LICENSEE would take to safeguard its own confidential or proprietary
      information, and (b) limit disclosure of Confidential Information,
      including any notes, extracts, analyses or materials that would disclose
      Confidential Information, solely to those of its employees who need to
      know the information for purposes of performing its obligations under this
      Agreement and who agree to keep such information confidential. Upon
      termination of this Agreement, LICENSEE shall immediately return all
      Confidential Information to LICENSOR and LICENSOR shall have the right to
      conduct an on-site audit of the LICENSEE within three (3) business days of
      termination to ensure compliance with the terms of this Agreement, at
      LICENSOR’S expense.

	 	 
		
      In addition to the Confidentiality Agreement previously
      entered into by the Parties, at all times during the term of this
      Agreement (including any renewal term) and thereafter, LICENSOR will not
      use or disclose and will otherwise keep confidential any trade secrets or
      proprietary information and other intellectual property of LICENSEE
      (collectively, the “Confidential Information”) except to the extent
      required to perform its obligations under this Agreement. Without
      limitation of the foregoing, LICENSOR will hold the Confidential
      Information in confidence and will (a) exercise the same degree of care,
      but no less than a reasonable degree of care, to prevent its disclosure as
      LICENSOR would take to safeguard its own confidential or proprietary
      information, and (b) limit disclosure of Confidential Information,
      including any notes, extracts, analyses or materials that would disclose
      Confidential Information, solely to those of its employees who need to
      know the information for purposes of performing its obligations under this
      Agreement and who agree to keep such information confidential. Upon
      termination of this Agreement, LICENSEE shall immediately return all
      Confidential Information to LICENSEE within three (3) business days of
      termination to ensure compliance with the terms of this Agreement, at
      LICENSEE’S expense.




	 	a) 	
      Limitations. This section does not apply to any
      information that: (a) is already lawfully in the receiving Party's
      possession (unless received pursuant to a nondisclosure agreement); (b) is
      or becomes generally available to the public through no fault of the
      receiving Party; (c) is disclosed to the receiving Party by a third party
      who may transfer or disclose such information without restriction; (d) is
      required to be disclosed by the receiving Party as a matter of law
      (provided that the receiving Party will use all reasonable efforts to
      provide the disclosing Party with prior notice of such disclosure and to
      obtain a protective order therefor, with all costs to be borne by the
      disclosing Party); (e) is disclosed by the receiving Party with the
      disclosing Party's approval; or (f) is independently developed by the
      receiving Party without any use of confidential information. In all cases,
      the receiving Party will use all reasonable efforts to give the disclosing
      Party ten (10) days' prior written notice of any disclosure of information
      under this Agreement. The Parties will
maintain the confidentiality of all confidential and proprietary
      information learned pursuant to this Agreement for a period of ten (10)
    years from the date of termination of this Agreement.








- 7 - 

	 	b) 	
      Saving Provision. The Parties agree and stipulate
      that the agreements contained in this Section are fair and reasonable in
      light of all of the facts and circumstances of their relationship;
      however, the Parties are aware that in certain circumstances courts have
      refused to enforce certain agreements. Therefore, in furtherance of and
      not in derogation of the provisions of the preceding paragraph the parties
      agree that in the event a court should decline to enforce the provisions
      of the preceding paragraph, that paragraph shall be deemed to be modified
      to restrict non-enforcing Party’s rights under this Agreement to the
      maximum extent, in both time and geography, which the court shall find
      enforceable.





	7) 	
      Limitation of Liability. EXCEPT TO THE EXTENT
      OTHERWISE EXPRESSLY AGREED TO IN THIS AGREEMENT, NEITHER PARTY SHALL BE
      LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR FOR ANY DIRECT, INDIRECT,
      INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN
      CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
      AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY. THE FOREGOING
      SHALL NOT LIMIT LICENSEE’S LIABILITY FOR UNAUTHORIZED USE BY LICENSEE OF
      LICENSOR’S TECHNOLOGY.

	 	 
	8) 	
      No Warranties. OTHER THAN THE EXPRESS WARRANTIES
      PROVIDED HEREIN,

	 	 
		
      LICENSOR MAKES NO EXPRESS WARRANTIES OF MERCHANTABILITY
      OR FITNESS OR EFFICACY FOR A PARTICULAR PURPOSE OF THE TECHNOLOGY AND/OR
      ANY END PRODUCTS PRODUCED FROM SAID TECHNOLOGY AND SHALL NOT BE HELD
      LIABLE FOR PROFITABILITY OF TECHNOLOGY AND/OR END PRODUCTS OR HELD LIABLE
      UNDER ANY OTHER THEORY OF LIABILITY.



      
     NOW, THEREFORE, in consideration of the premises
and the mutual promises and conditions hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, do hereby agree. 

           
IN WITNESS WHEREOF, Lexaria Bioscience Corp has granted this license. 

 

“LICENSOR” 
LEXARIA BIOSCIENCE CORP. 


       /s/ Chris Bunka, CEO




EXHIBIT A 

TECHNOLOGY 

		The Technology consists of:

	 	
      (1) the following patent applications, patents granted,
      and PCT International Patent Applications; (2) all technical know-how and
      trade secrets in regard to such named patents, including the use,
      manufacture or formulation thereof, that is owned or controlled by
      LICENSOR as of the Effective Date of this Agreement, as well as any future
      continuations, continuations in part or divisional applications filed
      pursuant to the patent applications. (the “Licensed Patents”):
    



U.S. Patent Granted No. 9,474,725 awarded October 27, 2016.


U.S. Patent Granted No. 9,839,612 B2 awarded December 12, 2017


U.S. Provisional Patent Application No. 62/010,601. 

U.S. Provisional Patent Application No. 62/037,706. 

U.S. Provisional Patent Application No. 62/153,835. 

U.S. Provisional Patent Application No. 62/161,324. 

U.S. Notice of Allowance (March 2018) for Provisional Patent
Application No. 15/225,802. 

U.S. Provisional Patent Application No. 15/225,802. 

U.S. Provisional Patent Application No. 62/264,959. 

U.S. Provisional Patent Application No. 62/264,967. 

U.S. Utility Patent Application No. 14/735,844. 

PCT International Patent Application No. 

PCT/US15/35128. PCT International Patent Application No. 

PCT/US16/64295. PCT International Patent Application No.
PCT/US16/64296. 

National filings thereunder:

2949369,
201580031524.X,
15806768.6,
201647041745.00 
516371405



Australian Patent Granted No. 2015274698 awarded June 15, 2017





EXHIBIT B 

END PRODUCTS and PRODUCT OPTIONS 


	
      Product Line Name 
	
      Product Line Description 

	
      Chocolate Products 
	
      Any product that is generally recognized as “chocolates,”
      “chocolate bars,” “chocolate treats (including chocolate baked goods),”
      “chocolate truffles,” “caramels,” “chocolate caramels,” “caramel treats,”
      or primarily composed of a form of chocolate or cocoa, and is infused with
      marijuana oil or equivalent containing more than 0.3% THC. 

	
      Candies Product Line 
	
      All products that are not Chocolates but are generally
      recognized as “candies,” “gummies and jellies,” “suckers,” “hard or rock
      candies,” “jelly beans”, mints and non-chocolate mint products, etc, that
      are primarily made with sugar and/or other sweeteners and not generally
      recognized as a natural food and is infused with marijuana oil or
      equivalent containing more than 0.3% THC. This category excludes pills,
      tablets and capsules that are not primarily made with sugar and/or other
      sweeteners, that are generally recognized as vitamins, supplements,
      medicines, sublingual or rapidly dissolving mouth-melts. This category
      also excludes any solid tablet or form factor meant to dissolve in a food
      product, liquid or beverage for purposes of seasoning, flavoring or
      infusing marijuana oil therein. 

	
      Consumable Liquids 
	
      Any consumable liquid products including, but not limited
      to, cold brew or hot coffee, teas, lemonades, flavored waters, juices,
      protein drinks, sport drinks, cocoa drinks, kombuchas, probiotics, energy
      drinks/shots, vitamin waters, tinctures, essential oils, olive oils,
      flavored concentrates, dressings, honeys and syrups, flavored sprays or
      sauces for consumption by way of ingestion that are infused with marijuana
      oil or equivalent containing more than 0.3% THC. 

	
      Topical Skin Products 
	
      Any cream, oil, salve or similar consumer product
      designed to be delivered to and through human skin that is infused with
      marijuana oil or equivalent containing more than 0.3% THC. 

	
      Pills, tablets, or additives 
	
      Any pills, tablets and capsules that are not primarily
      made with sugar and/or other sweeteners, that are generally recognized as
      vitamins, supplements, medicines, sublingual, or rapidly dissolving
      mouth-melts, that are otherwise compliant with this Agreement. This
      category EXCLUDES any solid tablet or form factor meant to dissolve in a
      food product, liquid or beverage for purposes of seasoning, flavoring, or
      infusing marijuana oil therein.