BY LICENSOR: ​

Corporation acknowledges and agrees that Licensor is the owner of all right, title, and interest in and to the Licensed Marks, and all such right, title and interest shall remain with the Licensor. Corporation shall not contest, dispute, challenge, oppose or seek to cancel Licensor’s right, title, and interest in and to the Licensed Marks.

The security of Electronic Communications shall be maintained through the use of passwords and other methods which Licensor may employ, or which Licensor may suggest or reasonably require that Licensee employ. Licensee acknowledges and agrees however, that Licensor cannot guarantee that the System and/or Electronic Communications will be protected against third party interference, interception, or other actions.

Licensor and Licensee entered into a License Agreement dated ​ (the “License Agreement”), pursuant to which Licensor granted Licensee a perpetual, exclusive, worldwide license to use the ​ brand name and the related intellectual property owned by Licensor in conjunction with production and sale of medical cannabis products made from hemp and low-THC cannabis plants.

Licensor will backup Licensee's data on a daily basis. If requested in writing by Licensee, Licensor will prepare hard copy backups for which Licensee shall be billed ​ per backup.

The Licensor may terminate this Agreement where the Licensee seeks to challenge the validity of any of the Licensor Patent including by way of court application, declaration, opposition or intervention proceeding.

If, for any calendar quarter following a Hostile Takeover, the unit sales of any particular Licensed Product for which royalties paid to Licensor pursuant to the Technology License Agreement are lower than the unit sales for which royalties were paid to Licensor for such Licensed Product during the same calendar quarter of the prior year, Licensor shall have the immediate, unilateral right to terminate the Technology License Agreement as to such Licensed Product and also terminate or cancel any license and or sublicense previously granted by ​ for such Licensed Product pursuant to the Technology License Agreement. Alternatively, Licensor may elect, in the exercise of Licensor’s sole discretion at any time thereafter upon written notice to ​, to convert the license previously granted to ​ for such Licensed Product from exclusive to nonexclusive pursuant to such further conditions as may be reasonably required by Licensor. If Licensor exercises the right to terminate the Technology License Agreement or convert the license to nonexclusive following a Hostile Takeover, ​ agrees to transfer promptly to Licensor without payment of further consideration by Licensor all of ​’s right, title and interest in “Patent Properties” relating to such Licensed Product. In such case, Licensor shall also retain the rights to access and use Information specified in Section Four, Item 2, without regard to whether the termination occurs within the first five (5) calendar years and without payment of consideration by Licensor to ​ upon such termination.

Licensee warrants to Licensor that:

Licensor further represents and warrants that there are no actions for infringement against Licensor with respect to systems and methods it uses embodying the invention of the Licensed Patents anywhere in the world.

Licensee acknowledges and agrees that Licensor has the right to make reasonable adjustments to its prices and fees at any time, in its sole discretion, provided Licensor provides Licensee with at least three