Royalty Report: Drugs, Cannabis, Pain – Collection: 266358

License Grant

Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the Technology, including all patents, formulations, know-how, trademarks, trade names, copyrights, service marks, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of Seller relating to the Technology and Components, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items such items used by Seller for the production of the Technology and Components, including all derivative works of the foregoing (the “Assets”).

License Property

Seller has developed proprietary technology and methods to infuse CBD into TENS electrode and other non-electrode pads for pain management and soreness (collectively, the “Pads”) whereby the adhesion is not affected, the CBD penetrates the skin, and the pads are reusable (the “Technology”).

The Technology is comprised of (among other things) three liquid components (parts A+B+C) (the “Components”) that get mixed together and added to Pads together with up to 400mg CBD and 200tng terpenes (the final product of which being referred to herein as, “Products”).

Field of Use

This agreement pertains to the drug industry relating to cannabidiol (“CBD”).

License Grant

The Spanish Vendor hereby sells, assigns and transfers to the Purchaser the Transferred Assets free and clear of all Encumbrances, in exchange for the payment of the Purchase Price as and when due and the grant of the Royalty, all in accordance with and subject to the terms and conditions set forth in this Agreement.

License Property

The Vendor owns the intellectual property rights in its novel cannabidiol quinone derivatives referred to as VCE-003 and VCE-004 based on the chemical backbones.

Transferred Assets means:
(I)
all Intellectual Property Rights in respect of the Compounds;
(ii)
all Books and Records belonging to the Vendor and relating to the Compounds; and
(iii)
all Transferred Technology.

Intellectual property rights in its novel cannabidiol quinone derivatives referred to as VCE-003 and VCE-004 based on the chemical backbones.

Transferred Technology means any Technology in respect of the Compounds.

Business means the Vendor’s business related to the research and development of new drugs and treatments based on non-psychotropic cannabinoids and their extracts and derivatives.

Compounds means all compounds included in Series 3 and Series 4 respectively.
* Series 3 means compounds based on or derived from the chemical backbone. VCE-003 is a cannabigerol-hydroxy-quinone derivative according to the formula.  Compounds are derivatives of cannabigerol-hydroxy-quinone derivatives (CBG-Q derivatives) of Formula.
* Series 4 means compounds based on or derived from the chemical backbone. VCE-004 Backbone is the quinone ring has been numbered arbitrarily in order to show in which position of the ring the substituents replacement is made for rendering the CBD-Q derivatives.

Technology means technology and information of whatever nature or kind, in all cases whether or not subject to any Intellectual Property Rights and whether or not fixed in any medium or reduced to practice, including without limitation:
(I)
inventions, formulae, product formulations, processes and processing methods, technology and techniques;
(ii)
trade secrets, copyrights, know-how, research and technical data; and
(iii)
software, studies, findings, algorithms, instructions, guides, manuals and designs, and papers or other related materials of any nature at all, whether written or otherwise.

Products means, in respect of the Compounds any drug manufactured and falling within the scope of any Intellectual Property Right of the Purchaser in respect of either of the Compounds.

Patents means collectively the rights in and to any and all inventions of the Vendor in respect of the Compounds that are disclosed in United States, Canada, Spain and/or other jurisdictions, domestic and foreign patents and patent applications.

Application number
PCT/ES: 2010/070156 Cannabinoid Quinone Derivatives
Application number
PCT/2014/057767  Cannabidiol Quinone Derivatives
Application number
EP14156954.1 / PCT/EP2015/053032  Novel Cannabigerol Derivatives
Application number
PCT/EP2017/057389  CANNABIDIOL DERIVATIVES AS INHIBITORS OF THE HIF PROLYL HYDROXYLASES ACTIVITY

EHP-101, also known in the scientific literature as VCE-004.8, is a patented aminoquinone NCE derived from CBD. It has been modified to enhance the therapeutic benefits of CBD by having a dual PPAR? and CB2 agonist activity, and also by affecting the hypoxia inducible factor (HIF) pathway. These receptors have been shown in the scientific literature to be beneficial in preventing neuroinflammation and demyelination in the central nervous system, and fibrogenesis in the periphery.

Field of Use

This agreement pertains to the drug industry relating to the treatment of inflammatory and neurodegenerative diseases.

License Grant

Seller sells, assigns, transfers and conveys to Buyer all the right, title and interest of Seller in the following assets, together with any and all goodwill adhering thereto, held by Seller (collectively the Assets).

License Property

Licensor Product line which shall be defined as all existing Licensor products and future products that are configured with the Licensor proprietary software and/or firmware (hereinafter referred to as Licensor Product.)

Assets include, but not limited to; patents, copyrights, trademarks, contracts, business records, and inventory.

(1)  Patents.  All Patents of any description and pending applications therefor, and inventions and designs, whether or not patentable or otherwise registrable.

(2)  Copyrights.  All U.S. and foreign copyrights, source codes, permissions and licenses to use copyrighted materials, all copyright registrations and pending applications therefor, and all other copyrights.

(3)  Trademarks.  All registrations of trademarks and of other marks, all registrations of trade names, labels, or other trade rights, all registered user entries, all pending applications for any such registrations or entries, common law trademarks, and other marks, trade names and other trade rights and licenses therefor (collectively, Trademarks).

(4)  Contracts.  All contracts related to or useful in the Sellers business (Contracts)

Field of Use

This agreement pertains to the software industry.