Royalty Report: Cannabis, Drugs, Tobacco – Collection: 275283

License Grant

Operational IP License. Effective as of the date of execution of this Agreement, Licensors (as applicable), hereby grant to Licensee, and Licensee accepts, a non-exclusive, perpetual license to use the operational intellectual property set forth hereto in this Agreement.

Term License. Licensors hereby grant to Licensee a non-exclusive term license to utilize the Trademarks, Rights and the ShowGrow IP (the Licensed IP) for the duration of the Term, subject to the terms and conditions of this Agreement.

License Property

The Operational IP License shall be perpetual and covers the following intellectual property of Licensors that has been utilized in connection with the business being carried out at the LB Facility prior to the execution of this Agreement and the expiration or termination of the Term License

Intellectual property includes but not limited to customer data, sales data, outreach programs, databases, and general operational data.

Trademarks include the following
Showgrow (87058685) – Business advice and information in the agricultural field; Business efficiency advice in the agricultural field; Systemization of information into computer databases; Advice in the running of establishments as franchises in the agricultural field; Business consulting services in the agricultural field; Services rendered by a franchisor, namely, assistance in the running agricultural enterprises; all the foregoing in the agricultural field.

Showgrow (87975172) – Agricultural services, namely, soil sampling and crop observing for analysis purposes; Franchising services, namely, planning and design of information technology systems for business franchises; Computer services, namely, remote management of the information technology (IT) systems of others; Hosting an online community website featuring shared communications between community members interested in personal and small business computer information security; Planning, design and management of information technology systems; Professional consulting services and advice about agricultural chemistry.  Agricultural services, namely, planting, growing, fertilizing, pruning and picking flowering plants for others; Agriculture and horticulture services, namely, plant selection and propagation of plants, plant material, and produce in connection with commercial rooftop soil farms; Pest control services for agriculture, horticulture and forestry.

Showgrow (87976709) – Hats; shirts; shirts and short-sleeved shirts; sweatshirts; T-shirts; athletic shirts; graphic Tshirts; Henley shirts; hooded sweatshirts; hooded sweat shirts; knit shirts; long-sleeved shirts; open-necked shirts; polo shirts; short-sleeve shirts; short-sleeved shirts; short-sleeved or long-sleeved T-shirts; sleep shirts; sport shirts; sports shirts; sweat shirts; tee-shirts; wearable garments and clothing, namely, shirts; woven shirts. FIRST USE 20151214. FIRST USE IN COMMERCE 20151214.  Bottled drinking water. FIRST USE 20151214. FIRST USE IN COMMERCE 20151214.

Field of Use

Licensee has the license to utilize certain operational intellectual property consisting of customer data, sales data, customer outreach strategies standard operating procedures, and other proprietary operational intellectual property (the “Operational IP License”).

The Operational License and the Term License shall be solely for use in the cannabis and cannabis related industry operations, including for the operating retail dispensaries (including medical retail, adult use retail, and medical and adult-use retail), commercial cannabis and the branding of the Facilities using the “ShowGrow” name and related Licensed IP, provided that all operations of the Facilities comply with the instructions, standards and specifications approved by Licensor in its reasonable discretion, such approval not to be unreasonably withheld.

License Grant

Licensor hereby grants to Licensee, a subsidiary, a non-exclusive license to use the Licensed IP to market, sell, and distribute Licensed Products solely in the Territory. The License includes, without limitation, Licensor’s granting to Licensee (a) a non-exclusive right and license to use any strain or trade names used in connection with Licensed Products, and (b) a non- exclusive right and license to use any Licensor Trademarks in connection with the sale of the Licensed Products in the State of California. No rights are conveyed or licensed to Licensee for any activities or conduct occurring directly or indirectly outside the Territory.

License Property

Licensed Products means the goods which may be sold with the aid of Licensed IP including (i) those commercial cannabis products typically sold by Licensor and its affiliates as of the Effective Date, or (ii) commercial cannabis products to be branded with Licensor Marks, including on the Packaging Materials.

Licensed Intellectual Property (IP means (a) any rights that Licensor and Licensor affiliates (including without limitation Nug Avenue, https//nugavenue.com/, SugarRush, or the Lemon Glow Company) may have to the ownership, licensing, sub-licensing, or marketing rights to the brands and trademarks, which may include third party products and brands sold by Licensor and its affiliates as of the Effective Date, and any variations thereof and permitted Improvements thereto; (b) all trademark applications and registrations owned or controlled by Licensor or its affiliates and listed in this Agreement (as may be amended from time to time by mutual agreement of the Parties) (Licensor Trademarks) and all Intellectual Property derived from such Licensor Trademarks, together with any and all Improvements thereto, and any Licensor Trademarks applied for or registered therefrom, and (c) with respect to all other Intellectual Property of Licensor or its directly controlled affiliates, all Know-How, Marks, Trade- Secrets and Works that are provided by Licensor to Licensee, pursuant to the terms of this Agreement, reasonably required to enable the marketing, distribution, use and/or sale of Licensed Products, together with any and all Improvements thereto, including without limitation, Trade Secret customer lists and customer information, or other proprietary and confidential product pricing, marketing and customer experience/management methods.

Intellectual Property (or IP) includes the following

(a)
Work product, including without limitation, test results, databases and notebook entries developed or made as a result of the performance of the Agreement (Data);
  
(b)
Any art or process, method, machine, manufacture, design, formulation, or composition of matter, or any new and useful improvement thereof, or any variety and/or strain of plant, which is or may be patentable under the patent laws of the United States (Inventions);
  
(c)
Standard operating procedures, procurement strategies, product pricing, formulation, recipes, technical information, blueprints, production technology, packaging methodologies, information, distribution and sales networks and skills, including without limitation product cost, markup and profit margins (Know-How);
  
(d)
Brands, trademarks, logos, slogans, trade dress and service marks, whether registered or unregistered (Marks);

(e)
Any information whatsoever that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy and/or which qualifies as a trade secret within the meaning of (i) California Uniform Trade Secrets Act, as amended, or any successor thereto; and (ii) United States Defend Trade Secrets Act of 2016 (“DTSA” at 18 U.S.C. §1832 et seq.), or any successor thereto (Trade Secret);

(f)
Original works of authorship fixed in a tangible medium of expression under the copyright laws of the United States (Works).

Field of Use

Field of use is for commercial cannabis operations, including retail delivery sales.

The objective is for Licensee to utilize the Licensed IP to obtain and maintain all required cannabis licenses and permits and operate the Licensee’s commercial cannabis business through consultation with Licensor or its designated affiliates for exploitation in Licensee’s branded channels. The Licensed Products will be sold at retail to customers pursuant to Applicable Laws for the purpose of increasing the presence of the Licensed Products and Licensee’s goodwill in the Territory. Licensor will retain the right to reasonably determine what types of Licensed Products shall be subject to this Agreement. Licensor shall be permitted to set minimum or maximum suggested retail prices for Licensed Products bearing the Licensed IP at its reasonable discretion and in accordance with past commercial experience and practice.

License Grant

The Licensor and the Licensee wish to amend the License Agreement and terms to include terms, investments, assets, revenue sharing, and ownership interest of the parties for their mutual benefit under this Agreement;

The Licensor shall have the sole ownership, rights and interest in all assets, property and facilities, or products for all mutual business, new business ventures, and opportunities under the License Agreement.

The Licensee shall pay Licensing Fees & Royalties to the Licensor, after deducting and paying all operating costs, taxes, administration, professional and other fees, or other costs of business, received under the License Agreement for the marketing, manufacturing, production, sale or distribution of the Products.

License Property

Assets include but not limited to

Land, Grows and harvested crops, CA production, Extract machinery and business operations, Once Co2 Extract machine, Buildings, Tools and equipment, Inventories Cannabis or hemp, Extracts, Packaged Goods,

Plant and plant by-products 16 strains.

Field of Use

Future endeavors Non-profit medical marijuana collectives (dispensaries),

Collective to be developed (location to be later define) and run under the Cannabis Science Brand or as specified by Cannabis Science, Other for-profit business opportunities, Treatment Centers, Drug Development Programs, Media, Retail Seed Business, Laboratories and equipment.

License Grant

Licensor hereby grants to Licensee and each Licensed Operator, solely within the Territory, an exclusive, non-transferable, non-sublicensable license to use the Licensed IP to produce and offer the Licensed Products and Services solely in connection with Licensed Operator’s Cultivation Business and Licensed Operator’s Manufacturing Business, and subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive, non-transferable, non-sublicensable license to use the Licensed IP to sell the Licensed Products and Services to and in various retail outlets in the Distribution Territory during the Term of this Agreement.

License Property

Licensed IP is collectively, the Genetics, Marks, Copyrights, and Know-How.

Licensor is the owner of the trademarks and related design marks and trade dress as well as the common law owner or permitted licensee of any other common law trademarks, service marks, trade names, and related designs, and all applications and common law rights related to said trademarks (collectively, the “Marks”), and various copyright protected documents, designs, and marketing materials related to the Marks (“Copyrights”), as well as the secret and proprietary know-how (“Know-How”) relating to the cultivation and manufacturing methods, processes, and procedures for the cultivation of cannabis and the manufacture of cannabis products that is offered, advertised, or sold under the Marks.

Genetics (Strain Name) White Fire # 3, White Fire # 5, Strawberry Bubba Kush, Fire Og, White Romulan, WifiMints, Wifi43

Genetics
Strain Name
White Fire # 3
White Fire # 5
Strawberry Bubba Kush
Fire Og
White Romulan
WifiMints
Wifi43

Licensor is a breeder and the owner or exclusive licensee of the cannabis plant genetics containing the Know-How, whether in seed or clone form, which are referred to herein as Genetics relating to the cultivation and manufacturing methods, processes, and procedures for the cultivation of cannabis and the manufacture of cannabis products that is offered, advertised, or sold.

Business means the Licensed Operators cultivation and manufacturing cannabis businesses that plants, grows, harvests, dries, cures, grades, and trims cannabis flower including but not limited to the cultivation and manufacturing high quality cannabis to be sold as dried flower and services related thereto in compliance with Applicable Law.

Retail Stores shall mean one or more stores in the Territory to sell the Licensed Products.

Field of Use

The rights are granted are for the Licensed Operator to use in connection with the planting, growing, harvesting, drying, curing, grading, trimming, marketing and selling of certain dried cannabis flowers incorporating or bearing the Licensed IP and derived from the Genetics as indicated and in connection with manufacturing the products listed and distribute the Licensed Products on an exclusive basis to various retail operators throughout the Distribution Territory in compliance with Applicable Law.  Product Flower

Licensee is one of Michigans leading craft cannabis and brand platforms. They have operations in multiple states and countries, including cultivation, processing and retail businesses in both medical and adult-use markets.