UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported)
July 31,
2018
LEXARIA BIOSCIENCE CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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000-52138
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20-2000871
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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156 Valleyview Road, Kelowna, BC Canada
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V1X 3M4
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
(250)
765-6424
N/A
(Former name or former address, if
changed since last report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a -12)
[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e -4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2
of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
[ ]
Item 1.01 Entry
into a Material Definitive Agreement
On July 30, 2018, Lexaria announced that they have signed a
Definitive Agreement with Hill Street Beverages Co. to license Lexaria’s
DehydraTECH
TM
, on a semi-exclusive basis, for a term of five (5)
years, to produce a line of cannabis-infused alcohol-free beverages for Canadian
distribution, following regulatory approval. The Definitive Agreement is the conclusion
of the process begun following the announcement of the non-binding letter of
intent in April 2018.
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US$56,250 (CDN$ 73,497), representing a portion of the
compensation payable to Lexaria, shall be paid and satisfied in common shares in
the capital of Hill Street, at a purchase price of CDN$0.175, for an aggregate
of 419,982 common shares (the “
Compensation Shares
”). The issuance of the
Compensation Shares is subject to regulatory approval, including without
limitation, the approval of the TSX Venture Exchange.
Item 7.01
Regulation FD Disclosure
A copy of the news release announcing that Lexaria has signed a
Definitive Agreement with Hill Street Beverage Co. is filed as exhibit 99.1 to
this current report and is hereby incorporated by reference.
A copy of the news release announcing that Lexaria has
announced significant bioavailability results from its randomized,
placebo-controlled, double-blind European human clinical study is filed as
exhibit 99.2 to this current report and is hereby incorporated by reference.
Item 9.01
Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LEXARIA BIOSCIENCE CORP.
/s/ Chris
Bunka
Chris Bunka
CEO, Principal Executive Officer
Date: August 1, 2018
Exhibit 10.1
INTELLECTUAL PROPERTY
LICENSE
#2018CD06
This
document certifies that an Intellectual Property License dated as of July 30,
2018 has been granted by:
Lexaria CanPharm Corp
., a Canadian corporation with
offices at 156 Valleyview Rd, Kelowna, British Columbia, V1X 3M4, Canada
(“
Licensor
”, “
Lexaria
”, “
us
”, “
our
”,
“
we
”),
To:
Hill Street Beverage Co
., a Canadian corporation with
offices at 44 Gwendolen Crescent, Toronto ON, M2N 2L7 (together with its
successors and assigns “
Hill Street
”, “
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 contemplated
in Section 1(a) below) engaged in the business of developing, manufacturing, and
selling cannabis-infused products pursuant to licenses issued by the authorities
relevant in each and every geographic location referenced within this Agreement,
pursuant to regulations promulgated thereby;
WHEREAS,
LICENSOR owns and holds, and will make improvements from time to time, on
certain intellectual property and technology (“
Technology
”) related to,
including but not limited to, the development, testing, and manufacturing
process for cannabis-infused products, which Technology is more specifically
described in
Exhibit “A”
;
WHEREAS,
LICENSEE wishes to utilize the Technology (which shall include any Licensor’s
Improvements) of LICENSOR, and LICENSOR desires for LICENSEE to utilize the
Technology, to create, test, manufacture and sell, either on its own account or
as a contract manufacturer, Consumable Liquids Products (
“End Products,”
as further described in Exhibit B), subject to the terms and conditions set
forth herein;
WHEREAS,
such End Products shall only be distributed and/or sold by LICENSEE or its
Partner as defined in Section 1.a below in compliance with all local and state,
licensing requirements applicable to the cannabis industry within Canada or in
any other location 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 “
Territory
”);
WHEREAS,
the End Products may not be exported from the Territory to any other global
location without express written permission granted in advance from the LICENSOR
and is subject to entering a separate licensing agreement or by addendum to this
Agreement, and always subject to availability among other LICENSOR
considerations; and
WHEREAS,
the Parties intend and desire for these recitals to be incorporated into the
Agreement, and to be bound by any representations or obligations contained
therein.
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:
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LICENSE
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1.
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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.
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a)
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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 Hill Street Group.
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b)
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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
CanPharm.
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2)
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Semi-exclusivity and Non-exclusive Licenses.
LICENSEE will have the following rights to produce and sell the End
Products during the Term (as defined in Section 4, below) in the Territory
using the Technology licensed pursuant to this
Agreement.
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a)
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In the Territory:
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i)
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Semi-Exclusive rights for Product A from the Effective
Date until five (5) years after the Effective Date, allowing LICENSEE the
semi-exclusive ability to continue to manufacture the Product A End
Products directly or through its Partner in the Permitted Location within
a single 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) additional entities to license the
Technology for any Hill Street product as defined within this Agreement
(see “Definitions”).
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b)
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In the Territory:
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i)
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Non-Exclusive right for Product B from the Effective Date
until five (5) years after the Effective Date, allowing LICENSEE the
non-exclusive ability to continue to manufacture the Product B End
Products directly or through its Partner in the Permitted Location within
a single Territory for the balance of the term of this Agreement as per
Section 4
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c)
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LICENSOR’s Products:
LICENSOR shall not be
prohibited from licensing or similar arrangements with respect to the
Technology outside of the Territory. LICENSOR is expressly permitted to
utilize its Technology on any basis it chooses, at any time, for producing
and commercializing its own products.
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3)
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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.
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a)
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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.
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b)
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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
”).
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c)
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Improvements
:
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i)
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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”).
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ii)
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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.
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iii)
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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.
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iv)
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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.
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v)
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Improvements; Confidential Information
. All
Improvements shall constitute Confidential Information and shall be
subject to the confidentiality provisions set forth in this
Agreement.
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d)
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Inventions; Reporting
:
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i)
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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.
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e)
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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.
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i)
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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.
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ii)
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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.
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f)
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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.
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g)
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Notice Requirements
.
To the extent
required by applicable rules and regulations LICENSEE agrees that it will
include such patent notices and other proprietary notices on all End
Products or related materials that contain any Technology as may be
reasonably required by regulators in order to give appropriate notice of
all intellectual property rights therein or pertaining
thereto.
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h)
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Quality Control
.
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i)
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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.
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ii)
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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.
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4)
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Term and Termination.
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a)
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Term and Renewal.
This Agreement shall take effect
upon signing by both Parties, and shall remain in effect for the shorter
of either five (5) years; or, such circumstances as described in Section
4.c. At any time after the fourth 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.
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b)
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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:
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i)
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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.
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ii)
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This Agreement may be terminated by LICENSEE by (i)
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; and (ii) at any time on six (6) months prior
written notice by the LICENSEE to the
LICENSOR.
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c)
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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 for any purpose whatsoever including to manufacture,
distribute or sell End Products, except that it may distribute and sell
End Products until all finished goods and raw materials inventory 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.
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5)
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Indemnification.
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a)
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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.
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b)
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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.
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6)
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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.
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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, LICENOR 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.
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a)
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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.
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b)
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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.
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7)
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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.
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8)
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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.
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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 CanPharm Corp has granted this license.
“LICENSOR”
LEXARIA BIOSCIENCE CORP.
/s/ Chris Bunka, CEO
EXHIBIT A
TECHNOLOGY
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The Technology consists of:
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(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
”):
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In the USA:
U.S. Patent Granted No. 9,474,725
awarded October 25, 2016.
U.S. Patent Granted No. 9,839,612 B2 awarded
November 21, 2017
U.S. Patent Granted No. 9,972,680 B2 awarded May 15, 2018.
U.S. Patent Granted No. 9,974,739 B2 awarded May 22, 2018
U.S.
Non-Provisional Patent Application No. 62/010,601.
U.S. Non-Provisional
Patent Application No. 62/037,706.
U.S. Non-Provisional Patent Application
No. 62/153,835.
U.S. Non-Provisional Patent Application No. 62/161,324.
U.S. Non-Provisional Patent Application No. 62/264,959.
U.S.
Non-Provisional Patent Application No. 62/264,967.
U.S. Utility Patent
Application No. 14/735,844.
U.S. Patent Pending Application No. 15/565,680
U.S. Patent Pending Application No. 62/519,511
U.S. Patent Pending
Application No. 62/582,700
U.S. Patent Pending Application No. 62/642,737
International Patent Cooperation Treaty Filings:
PCT
International Patent Application No. PCT/US15/35128.
PCT International Patent Application No. PCT/US16/64295.
PCT International Patent Application No. PCT/US16/64296.
Multiple National Filings
:
Canada, The European
Union, China, Japan, Australia, Mexico, and India
Australian Patent Granted
No. 2015274698 awarded June 15, 2017
Australian Notices of Acceptance
2017203054, 20182562, 2018202584 published May 17, 2018
EXHIBIT B
END PRODUCT CATEGORIES
Product Line
Name
|
Product Line Description
|
|
Consumable Liquids Products INCLUDING CBD and / or THC
products
|
Any consumable liquid product for
consumption by way of ingestion that are infused with marijuana oil or
equivalent containing more than 0.3% THC or with hemp oil containing less
than 0.29% THC.
|
Exhibit 99.1
Lexaria Bioscience and Hill Street Beverage Company Announce
Definitive Agreement for
Cannabis-Infused Beverages
Kelowna, British Columbia and Toronto, Ontario – July 31,
2018
– Lexaria Bioscience Corp. (OTCQX: LXRP; CSE: LXX; the “Company” or
“Lexaria”), a drug delivery platform innovator, and Hill Street Beverage Company
Inc., (TSXV:BEER; “Hill Street”) jointly announced that they have signed a
Definitive Agreement to license Lexaria’s DehydraTECH
TM
, on a
semi-exclusive basis, for a term of five (5) years, to produce a line of
cannabis-infused alcohol-free beverages for Canadian distribution, following
regulatory approval. The Definitive Agreement is the conclusion of the process
begun following the announcement of the non-binding
letter of intent in April 2018
. Terms of the Definitive
Agreement were not disclosed.
US$56,250 (CDN$ 73,497), representing a portion of the
compensation payable to Lexaria, shall be paid and satisfied in common shares in
the capital of Hill Street, at a purchase price of CDN$0.175, for an aggregate
of 419,982 common shares (the “
Compensation Shares
”). The issuance of the
Compensation Shares is subject to regulatory approval, including without
limitation, the approval of the TSX Venture Exchange.
Lexaria’s beverage formulation adaptations use patented
technology to act quickly, but without adding any taste or odour, thereby
delivering predictable experiences that dissipate more quickly than many other
cannabinoid edible products. Lexaria has already lab-tested Hill Street’s
alcohol-free red and white wines to formulate cannabinoid-fortified wines, and
such tests show virtually zero cannabis taste or odour.
Hill Street CEO, Terry Donnelly, stated, “Our goal is to
provide traditional beer and wine drinkers with great tasting products that use
cannabis to mimic the onset and duration of effect that has historically come
from alcohol, but without alcohol’s toxicity and added calories. While the early
versions of our wines infused with Lexaria’s process have shown great promise,
we are extremely excited about the progress Lexaria continues to make with their
infusion technologies. Lexaria has already demonstrated its importance to our
model as a key strategic partner in our business, and this agreement secures our
future together. As Hill Street’s progress into producing the world’s finest
alcohol-free and cannabis-infused beverages continues, Lexaria has demonstrated
that they will continue to innovate and improve on their process. This will help
to ensure Hill Street is always at the forefront of producing world-class wine,
beer and other adult format beverages.”
Chris Bunka, CEO of Lexaria stated, “Hill Street’s
award-winning and great-tasting wines and beers need an odourless and tasteless
infusion process like our powerful DehydraTECH
TM
platform to ensure
they will remain that way after the inclusion of cannabis. Our proven ability to
render full spectrum cannabis and hemp oil into a water-soluble ingredient with
no impact on the taste and smell of complex beverages like wine enables Hill
Street to produce adult format beverages that will give consumers the
recreational experience of cannabis, while enjoying tastes and experiences
consistent with consuming traditional wine, beer and other adult format
beverages.”
About Lexaria Bioscience Corp
. (OTCQX: LXRP) (CSE:
LXX)
Lexaria Bioscience Corp. licenses disruptive patented delivery
technology that promotes healthier ingestion methods, lower overall dosing and
higher effectiveness of lipophilic active molecules. Lexaria has multiple
patents pending in over 40 countries around the world and has patents granted
in the USA and in Australia for utilization of its
DehydraTECHTM delivery technology. Lexaria’s technology provides increases in
intestinal absorption rates; more rapid delivery to the bloodstream; and
important taste-masking benefits, for orally administered bioactive molecules
including cannabinoids, vitamins, non-steroidal anti-inflammatory drugs
(NSAIDs), nicotine and other molecules.
www.lexariabioscience.com
- 2 -
For regular updates, connect with Lexaria on Twitter
https://twitter.com/lexariacorp
and on Facebook
https://www.facebook.com/lexariabioscience/
FOR
FURTHER INFORMATION PLEASE CONTACT:
Lexaria Bioscience Corp.
Alex
Blanchard, Communications Manager
(778) 796-1897
Or
NetworkNewsWire
(NNW)
www.NetworkNewsWire.com
About Hill Street Beverage Company Inc. (TSXV:BEER)
Founded in 2008, Hill Street Beverage Company is the world's most
award-winning company exclusively focused on alcohol-free beer, wines, and adult
format beverages. Hill Street products include: Vin(Zero) wines, Vintense wines,
Hill Street Craft Brewed Lager, and Designated Draft beer. Hill Street’s
award-winning products have won the Retail Council of Canada's Grand Prix, and
numerous medals and accolades including three Gold, two Silver, and two Bronze
Medals at the U.S. Open Beer Championships, and a prestigious Double Gold Medal
at the San Francisco International Wine Challenge. As a result of the Royal
Assent of Canada’s Bill C-45, legislation to allow the sale of cannabis-infused
beverages is to occur by October 17, 2019. Hill Street is currently applying for
appropriate licenses to permit the production and sale of cannabis infused
beverages in Canada, with the view of having infused products available for sale
once the regulations permit.
www.hillstreetbeverages.com
For further information:
Press only:
Terry Donnelly,
Chairman and CEO, Hill Street Beverage Company Inc.,
terry@hillstreetbevco.com, (416) 543-4904;
For investors:
Gareth Tingling, Investor
Relations,
gareth@sophiccapital.com, (647) 797-0219
Follow Hill Street on Twitter
https://twitter.com/hillstreetbevco
and on Facebook
http://facebook.com/hillstreetbevco
- 3 -
FORWARD-LOOKING STATEMENTS
This release
includes forward-looking statements. Statements which are not historical facts
are forward-looking statements. Any references made by either company mentioned
in this press release regarding forward-looking public statements concerning
expected future financial position, results of operations, cash flows, financing
plans, business strategy, products and services, competitive positions, growth
opportunities, plans and objectives of management for future operations,
including statements that include words such as "anticipate," "if," "believe,"
"plan," "estimate," "expect," “project”, "intend," "may," "could," "should,"
"will," and other similar expressions are forward-looking statements, including
but not limited to: that any additional patent protection will be realized or
that patent achievements will deliver material results. Such forward-looking
statements are estimates reflecting either company’s best judgment based upon
current information and involve a number of risks and uncertainties, and there
can be no assurance that other factors will not affect the accuracy of such
forward-looking statements. Factors which could cause actual results to differ
materially from those estimated by either company include, but are not limited
to, government regulation and regulatory approvals, managing and maintaining
growth, the effect of adverse publicity, litigation, competition, scientific
discovery, the patent application and approval process and other factors which
may be identified from time to time in either company's public announcements and
filings. There is no assurance that existing capital is sufficient for either
company's needs or that either company will be able to raise additional capital.
There is no assurance that either company will be capable of developing,
marketing, licensing, or selling edible products containing cannabinoids,
nicotine or any other active ingredient. There is no assurance that any planned
corporate activity, scientific research or study, business venture, letter of
intent, technology licensing pursuit, patent application or allowance, consumer
study, or any initiative will be pursued, or if pursued, will be successful.
There is no assurance that any of either company’s postulated uses, benefits, or
advantages for patented, patent-pending technology or unpatented processes will
in fact be realized in any manner or in any part. No statement herein has been
evaluated by the Food and Drug Administration (FDA). Neither company’s products
are intended to diagnose, treat, cure or prevent any disease.
The CSE has not reviewed and does not accept responsibility
for the adequacy or accuracy of this release.
Exhibit 99.2
Significant Bioavailability Results in Human Clinical Trial
using Lexaria’s
DehydraTECH™ Powered TurboCBD™ Capsules
Kelowna, British Columbia – August 1, 2018 – Lexaria Bioscience
Corp. (OTCQX: LXRP) (CSE: LXX) (the “Company” or “Lexaria”), a drug delivery
platform innovator, is pleased to report significant bioavailability results
from its randomized, placebo-controlled, double-blind European human clinical
study that evaluated TurboCBD
TM
- a proprietary, DehydraTECH™
powered, cannabidiol (“CBD”) fortified hemp oil capsule developed by Lexaria.
The degree and speed of CBD absorption into blood plasma and potential
cardiovascular and cognitive performance enhancement in 12 healthy male
volunteers were studied.
Key bioavailability data highlights from the study comparing
the 90 mg dose of Lexaria’s TurboCBD™ to a 90 mg dose of a positive control
formulation without Lexaria’s DehydraTECH™ technology were as follows:
-
30 Minutes: CBD delivered from Lexaria’s TurboCBD
TM
capsules
was absorbed much more effectively than from the positive control, delivering
317% more CBD to blood at the 30-minute mark of the study (i.e., 18.4 ng/mL
compared to only 4.4 ng/mL on average respectively [95% CI; p=0.051]);
-
60 Minutes: The TurboCBD
TM
capsules went on to deliver more CBD
to the blood at the 60-minute mark (i.e., 38.8 ng/mL) than the positive
control capsules were able to reach
at
any time
during the
6-hour study, further demonstrating the exceptional rapidity of action and
effectiveness of the TurboCBD™ capsules;
-
90 Minutes: The TurboCBD
TM
capsules further went on to deliver
significantly more CBD to the blood (86% more) than the positive control
capsules at the 90-minute mark (i.e., 53.0 ng/mL compared to only 28.4 ng/mL
respectively [95% CI; p=0.034]);
-
Through to Study Completion: Lexaria’s TurboCBD
TM
capsules
continued to deliver more CBD to blood than the positive control capsules at
each subsequent time point in the study through to the 6-hour mark when the
study was completed.
These results corroborate and confirm earlier
in vitro
and
in vivo
studies that have evaluated Lexaria’s
DehydraTECH
TM
technology and have consistently measured higher levels
of drug delivery much more quickly than positive controls with matching CBD
concentrations. Although this study evaluated absorption only of CBD and its
metabolites, Lexaria believes nearly identical bioavailability enhancement
results would be achieved if the cannabinoid studied was THC instead of CBD.
Time (Minutes)
|
Blood levels following
90 mg
TurboCBD
™
(ng/mL)
|
Blood levels
following 90 mg
Positive
Control
(ng/mL)
|
TurboCBD
™
Blood Level %
Increase from
Positive Control
|
|
0
|
0.0
|
0.0
|
n/a
|
|
30
|
18.4
|
4.4
|
317%
|
|
60
|
38.8
|
29.9
|
30%
|
|
90
|
53.0
|
28.4
|
86%
|
|
120
|
56.0
|
33.9
|
65%
|
|
150
|
41.8
|
37.0
|
13%
|
|
180
|
40.5
|
26.4
|
53%
|
|
240
|
22.0
|
16.1
|
37%
|
|
300
|
14.5
|
9.2
|
58%
|
|
360
|
10.3
|
7.5
|
38%
|
These study findings were of particular interest relative to a
Mount Sinai study previously completed that tested orally administered CBD
supplied by market leader GW Pharmaceuticals PLC at much higher doses of 400 mg
and 800 mg
[J. Addict. Med. 2015 May-Jun; 9(3): 204-210]
. CBD delivered
in the Mount Sinai study achieved peak blood levels of 181 ng/mL and 221ng/mL
respectively at their 400 mg and 800 mg doses tested, respectively. These values
equate to blood levels of 40.77 ng/mL and 24.87 ng/mL, respectively, when
adjusted for concentration to match Lexaria’s 90 mg dosage findings described
above.
As such, the Mount Sinai results, although potentially
influenced by concomitant opioid administration within that study, were
substantially lower than the 56.0 ng/mL peak blood level achieved with Lexaria’s
TurboCBD™ capsules, and it is further interesting to note that the peak blood
levels in the Mount Sinai study required three hours to achieve whereas the
Lexaria formulation met and eclipsed these levels when adjusted for dose
concentration within only the first 60 minutes of the Lexaria study as noted
above. It is also particularly interesting to note the rapidity by which
Lexaria’s TurboCBD
TM
capsules at the 90 mg dose achieved
concentration-adjusted blood levels that outperformed those from the Mount Sinai
study: at the 30-minute time interval, we estimate the TurboCBD
TM
concentration-adjusted CBD blood level to have been over 900% higher than the
levels achieved in the Mount Sinai study.
Lexaria was also pleased that, as expected, blood levels of
THC, 11-OH-THC, and THCCOOH were non-detectable, highlighting the absence of THC
and the extraordinary CBD purity within the TurboCBD
TM
capsules.
Additional data is still being gathered and analyzed from the study, including
other pharmacokinetic study parameters including metabolic data and the outcomes
of the cardiovascular and cognitive performance measures that the
study also evaluated. Lexaria will provide updates on these and other findings
as they become available.
Few companies around the world have advanced to the state of
achieving successful appropriately controlled (i.e., randomized,
placebo-controlled and double-blinded) human clinical trial results utilizing
cannabinoids. Increasing regulatory scrutiny of CBD by agencies such as the US
Food and Drug Administration could result in the necessity of clinical evidence
in the future to enable commerce in products containing CBD.
Lexaria has postulated that its DehydraTECH
TM
technology may effect lymphatic lacteal absorption and delivery that may
bypass first-pass liver metabolism, and that this method of action may be
responsible for Lexaria’s consistently fast and efficient results as
demonstrated in this human clinical test and in recent
in vivo
animal
tests for delivery of nicotine. Lexaria is pleased that its DehydraTECH
TM
technology has, to date, repeatedly produced evidence of success within
human studies.
About Lexaria
Lexaria Bioscience Corp. has developed
and out-licenses its disruptive delivery technology that promotes healthier
ingestion methods, lower overall dosing and higher effectiveness of lipophilic
active molecules. Lexaria has multiple patents pending in over 40 countries
around the world and has patents granted in the USA and in Australia for
utilization of its DehydraTECH
TM
delivery technology. Lexaria’s
technology provides increases in intestinal absorption rates; more rapid
delivery to the bloodstream; and important taste-masking benefits, for orally
administered bioactive molecules including cannabinoids, vitamins, non-steroidal
anti-inflammatory drugs (NSAIDs), nicotine and other molecules.
www.lexariabioscience.com
For regular updates, connect with Lexaria on Twitter
https://twitter.com/lexariacorp
and on Facebook
https://www.facebook.com/lexariabioscience/
FOR FURTHER INFORMATION PLEASE CONTACT:
Lexaria Bioscience
Corp.
Alex Blanchard, Communications Manager
(778) 796-1897
Or
NetworkNewsWire (NNW)
www.NetworkNewsWire.com
FORWARD-LOOKING STATEMENTS
This release includes
forward-looking statements. Statements which are not historical facts are
forward-looking statements. The Company makes forward-looking public statements
concerning its expected future financial position, results of operations, cash
flows, financing plans, business strategy, products and services, competitive
positions, growth opportunities, plans and objectives of management for future
operations, including statements that include words such as "anticipate," "if,"
"believe," "plan,""estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements, including but not limited to: that any additional stock warrants or stock options will be exercised. Such forward-looking
statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking
statements. Factors which could cause actual results to differ materially from those estimated by the Company include, but are not limited to, government regulation, managing and maintaining growth, the effect of adverse publicity, litigation,
competition, the patent application and approval process and other factors which may be identified from time to time in the Company's public announcements and filings. There is no assurance that existing capital is sufficient for the Company's needs
or that it will be able to raise additional capital. There is no assurance that Lexaria will successfully complete any other contemplated or existing technology license agreements; or that results from any studies will be favorable or in any way
support future business activities of any kind. Scientific R&D is often unpredictable and unanticipated results could emerge from any study and have a material impact. There is no assurance that any planned corporate activity, scientific study,
R&D, business venture, or initiative will be pursued, or if pursued, will be successful. There is no assurance that any of Lexaria’s postulated uses, benefits, or advantages for the patented and patent-pending technology will in fact be
realized in any manner or in any part. No statement herein has been evaluated by the Food and Drug Administration (FDA). TurboCBD
TM
, DehydraTECH
TM
technology and ViPova
TM
products are not intended to diagnose, treat,
cure or prevent any disease.
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.