Common use of Grant of Non-Exclusive License Clause in Contracts

Grant of Non-Exclusive License. LPI grants to LimitlessX on the terms and conditions in this Agreement, and under any Exhibits attached and made a part of this agreement, the following rights exclusive of all other entities and persons (including LPI): a) To design or redesign the LPI nutraceutical, supplement and related products described in the attached Exhibit “A” to this Agreement (“the Products”): b) To manufacture the Products under such design Specifications as may be mutually agreed upon by LPI and LimitlessX from time to time; c) To promote, sell and distribute the Products in the United States and its territories and possessions (the “Territory”); d) To use the existing designs of the Products and all intellectual property rights associated with or for such Products, including all Trademarks and Patent rights, with the sale, promotion and distribution of the Products in the Territory, including the display of any Trademarks, and all other designs or marks which could be or that are actually later registered with the Federal Patent and Trademark Office, on LimitlessX vehicles and other merchandising equipment, and on stationery, packaging and other advertising and promotional materials; e) To use the existing domain names, web addresses, telephone lines, third-party vendors, and any other operational element currently in use by LPI that can be transferred to LimitlessX, subject to LimitlessX entering its own contract with such vendors upon execution of this Agreement or thereafter per its discretion. LPI retains the rights to continue its own use of these items under existing or new contracts per its discretion, and to develop new products or brands separate and apart from those included in this Agreement as set forth in Exhibit A. Should LPI seek any help in marketing, manufacturing or distributing from any third party, LimitlessX hereby has the right of first refusal to add the new products to the existing product line. f) To manufacture, promote, sell and distribute new products designed or created by LimitlessX that LimitlessX deems preferable to sell under the LPI name; and in such case, LPI and LimitlessX shall negotiate in good faith to agree on a royalty commission percentage or flat rate amount for the sale of new LimitlessX products using the LPI the name.

Grant of Non-Exclusive License. LPI Smilz grants to LimitlessX on the terms and conditions in this Agreement, and under any Exhibits attached and made a part of this agreement, the following rights exclusive of all other entities and persons (including LPISmilz): a) To design or redesign the LPI nutraceutical, supplement Smilz CBD gummy and related products described in the attached Exhibit “A” to this Agreement (“the Products”): b) To manufacture the Products under such design Specifications as may be mutually agreed upon by LPI Smilz and LimitlessX from time to time; c) To promote, sell and distribute the Products in the United States and its territories and possessions (the “Territory”); d) To use the existing designs of the Products and all intellectual property rights associated with or for such Products, including all Trademarks and Patent rights, with the sale, promotion and distribution of the Products in the Territory, including the display of any Trademarks, and all other designs or marks which could be or that are actually later registered with the Federal Patent and Trademark Office, on LimitlessX vehicles and other merchandising equipment, and on stationery, packaging and other advertising and promotional materials; e) To use the existing domain names, web addresses, telephone lines, third-party vendors, and any other operational element currently in use by LPI Smilz that can be transferred to LimitlessX, subject to LimitlessX entering its own contract with such vendors upon execution of this Agreement or thereafter per its discretion. LPI Smilz retains the rights to continue its own use of these items under existing or new contracts per its discretion, and to develop new products or brands separate and apart from those included in this Agreement as set forth in Exhibit A. Should LPI Smilz seek any help in marketing, manufacturing or distributing from any third party, LimitlessX hereby has the right of first refusal to add the new products to the existing product line. f) To manufacture, promote, sell and distribute new products designed or created by LimitlessX that LimitlessX deems preferable to sell under the LPI Smilz name; and in such case, LPI Smilz and LimitlessX shall negotiate in good faith to agree on a royalty commission percentage or flat rate amount for the sale of new LimitlessX products using the LPI Smilz the name.

Grant of Non-Exclusive License. LPI Divatrim grants to LimitlessX on the terms and conditions in this Agreement, and under any Exhibits attached and made a part of this agreement, the following rights exclusive of all other entities and persons (including LPIDivatrim): a) To design or redesign the LPI nutraceutical, supplement Divatrim weight loss supplements and related products described in the attached Exhibit “A” to this Agreement (“the Products”): b) To manufacture the Products under such design Specifications as may be mutually agreed upon by LPI Divatrim and LimitlessX from time to time; c) To promote, sell and distribute the Products in the United States and its territories and possessions (the “Territory”); d) To use the existing designs of the Products and all intellectual property rights associated with or for such Products, including all Trademarks and Patent rights, with the sale, promotion and distribution of the Products in the Territory, including the display of any Trademarks, and all other designs or marks which could be or that are actually later registered with the Federal Patent and Trademark Office, on LimitlessX vehicles and other merchandising equipment, and on stationery, packaging and other advertising and promotional materials; e) To use the existing domain names, web addresses, telephone lines, third-party vendors, and any other operational element currently in use by LPI Divatrim that can be transferred to LimitlessX, subject to LimitlessX entering its own contract with such vendors upon execution of this Agreement or thereafter per its discretion. LPI Divatrim retains the rights to continue its own use of these items under existing or new contracts per its discretion, and to develop new products or brands separate and apart from those included in this Agreement as set forth in Exhibit A. Should LPI Divatrim seek any help in marketing, manufacturing or distributing from any third party, LimitlessX hereby has the right of first refusal to add the new products to the existing product line. f) To manufacture, promote, sell and distribute new products designed or created by LimitlessX that LimitlessX deems preferable to sell under the LPI Divatrim name; and in such case, LPI Divatrim and LimitlessX shall negotiate in good faith to agree on a royalty commission percentage or flat rate amount for the sale of new LimitlessX products using the LPI Divatrim the name.

Grant of Non-Exclusive License. LPI Amarose grants to LimitlessX on the terms and conditions in this Agreement, and under any Exhibits attached and made a part of this agreement, the following rights exclusive of all other entities and persons (including LPIAmarose): a) To design or redesign the LPI nutraceuticalAmarose skin care, supplement health and beauty, and related products described in the attached Exhibit “A” to this Agreement (“the Products”): b) To manufacture the Products under such design Specifications as may be mutually agreed upon by LPI Amarose and LimitlessX from time to time; c) To promote, sell and distribute the Products in the United States and its territories and possessions (the “Territory”); d) To use the existing designs of the Products and all intellectual property rights associated with or for such Products, including all Trademarks and Patent rights, with the sale, promotion and distribution of the Products in the Territory, including the display of any Trademarks, and all other designs or marks which could be or that are actually later registered with the Federal Patent and Trademark Office, on LimitlessX vehicles and other merchandising equipment, and on stationery, packaging and other advertising and promotional materials; e) To use the existing domain names, web addresses, telephone lines, third-party vendors, and any other operational element currently in use by LPI Amarose that can be transferred to LimitlessX, subject to LimitlessX entering its own contract with such vendors upon execution of this Agreement or thereafter per its discretion. LPI Amarose retains the rights to continue its own use of these items under existing or new contracts per its discretion, and to develop new products or brands separate and apart from those included in this Agreement as set forth in Exhibit A. Should LPI Amarose seek any help in marketing, manufacturing or distributing from any third party, LimitlessX hereby has the right of first refusal to add the new products to the existing product line. f) To manufacture, promote, sell and distribute new products designed or created by LimitlessX that LimitlessX deems preferable to sell under the LPI Amarose name; and in such case, LPI Amarose and LimitlessX shall negotiate in good faith to agree on a royalty commission percentage or flat rate amount for the sale of new LimitlessX products using the LPI the Amarose name.

Grant of Non-Exclusive License. LPI grants 7.2.1 As used in this Section 7.2, references to LimitlessX on Novartis shall include any Affiliate of Novartis, which is defined as any entity that directly or indirectly is in control of Novartis or is under common control of any entity that, directly or indirectly, is in control of Novartis. In order to assure Novartis of an uninterrupted supply of Products in accordance with the supply terms and conditions in of this Agreement, LecTec hereby grants to Novartis, and under any Exhibits attached and made a part Novartis hereby accepts, an irrevocable (except as provided in Section 7.2.2), term-limited, non-exclusive license (the "License") to all of this agreement, the following rights exclusive intellectual property of all other entities and persons (including LPI): a) To design or redesign the LPI nutraceutical, supplement and related products described LecTec used in the attached Exhibit “A” to this Agreement (“the Products”): b) To manufacture the Products under such design Specifications as may be mutually agreed upon by LPI and LimitlessX from time to time; c) To promote, sell and distribute the Products in the United States and its territories and possessions (the “Territory”); d) To use the existing designs production of the Products including, without limitation, all patents, designs, bills of materials, manufacturing procedures, and all intellectual property rights know-how associated with or for such the Products, including together with copies of all Trademarks documentary materials embodying the know-how used in the design and Patent rights, with the sale, promotion and distribution production of the Products (collectively, the "Intellectual Property".) For the sake of clarity, the Intellectual Property shall not include any other LecTec trade names and shall not extend to the foregoing materials used in the Territorydesign and production of Comparable Products (as such term is defined in Section 1.1 hereof) to the extent that such Intellectual Property is not also used in the design and production of the Products. The License shall be subject to the following terms and conditions: (a) Within ten (10) days of the Effective Date or as soon thereafter as is practicable but in no event more than thirty (30) days after the Effective Date, including the display parties shall select and engage a mutually acceptable independent escrow agent of national standing ("Escrow Agent"). Within ten (10) days of such selection and engagement of the Escrow Agent, Lectec shall deposit correct and complete copies of all documents and materials constituting the Intellectual Property, including, without limitation, the entire Product Control System documentation for the Products. Without removing or copying any of such deposited materials, upon prior notice to Lectec, Novartis may examine such materials at the time of their deposit or ask that the Escrow Agent do so on its behalf to confirm that the proper materials have been so deposited. All materials so deposited shall be subject to the License and shall be released to Novartis in accordance with the escrow agreement by and among the Escrow Agent, Novartis and LecTec upon the effectiveness of a License Activation Notice (as defined below). To facilitate the prompt release of such deposited materials, LecTec shall not exercise any rights that may be granted to it under the form of escrow agreement executed by the parties with the Escrow Agent to (i) provide contrary instructions to bar or delay such release, (ii) invoke any arbitration or other dispute resolution mechanism to bar or delay such release or (iii) provide notice of Lectec's intent to obtain an order from an arbitrator or court to bar or delay any such release. Any breach by LecTec of its undertaking in the preceding sentence will result in irreparable harm to Novartis for which Novartis will have no adequate remedy at law and, accordingly, Novartis may seek and obtain an order of temporary and permanent injunctive relief, an order of specific performance or any other appropriate equitable relief from a court of competent jurisdiction to prevent the commission or continuation of such breach by LecTec, provided, however, that after the release of such escrowed materials, LecTec may seek damages from Novartis if, in its reasonable discretion, Lectec determines that a Material Failure did not occur and that no other event occurred that would have permitted the Escrow Agent to release such escrowed materials. Such damages shall be the difference between the royalty payments due to LecTec during the License Phase and the amount that LecTec would have been due if such sales of Products were made to Novartis under the terms of the Supply Phase, less Lectec's reasonable costs of manufacturing the same. Lectec shall bear the reasonable costs of the Escrow Agent for the establishment and operation of such escrow of the Intellectual Property, provided, (x) the Escrow Agent shall give written notice to Lectec and to Novartis of any Trademarksnon-payment of such costs by Lectec and (y) the Escrow Agent shall give at least ten (10) days written notice to Novartis prior to any release or return of such escrowed materials back to Lectec for any reason, including, without limitation, any non-payment of the costs of the escrow. (b) Novartis may commence to use the License as provided in Section 7.2.3 hereof ten (10) days after providing written notice to LecTec ("License Activation Notice") of LecTec's Material Failure to deliver Products to Novartis in accordance with accepted purchase orders. The License Activation Notice shall include a reasonably detailed specification of the nature, date and all other designs extent of such Material Failure. For purposes hereof, a "Material Failure" shall be defined as follows: (i) from the Effective Date to and including December 31, 2002, two (2) consecutive Batch Failures or marks which could a total of three (3) Batch Failures within such period; and (ii) after January 1, 2003 to the end of the Supply Phase, hereinafter defined, two (2) consecutive Batch Failures or a total of three (3) Batch Failures in any consecutive twelve (12) month period. For purposes hereof, a "Batch Failure" shall be or defined as (a) the rejection of a Batch by Novartis based upon a commercially reasonable determination by it, made without regard to the procedures set forth in Section 4 of this Agreement, that are actually later registered such Batch fails to comply with the Federal Patent and Trademark Office, on LimitlessX vehicles and other merchandising equipment, and on stationery, packaging and other advertising and promotional materials; e) To use the existing domain names, web addresses, telephone lines, third-party vendors, and any other operational element currently in use by LPI that can be transferred to LimitlessX, subject to LimitlessX entering its own contract with such vendors upon execution Product quality provisions of Section 9.1 of this Agreement or thereafter per its discretion(b) if LecTec shall fail to deliver any Batch, as so defined, by the later of (x) the thirty (30) day period commencing upon Novartis' QA release or rejection and (y) thirty (30) days following the date specified for delivery in the applicable purchase order, unless such failure to make timely delivery is attributable exclusively to changes ordered by Novartis in Product specifications or Product packaging specifications. LPI retains A "Batch" shall mean * folding cartons of the rights to continue its own use of these items under existing Products as intended for retail sale. A single purchase order may be for one or new contracts per its discretion, and to develop new products or brands separate and apart from those included in this Agreement as set forth in Exhibit A. Should LPI seek any help in marketing, manufacturing or distributing from any third party, LimitlessX hereby has the right of first refusal to add the new products to the existing product linemore Batches. f) To manufacture, promote, sell and distribute new products designed or created by LimitlessX that LimitlessX deems preferable to sell under the LPI name; and in such case, LPI and LimitlessX shall negotiate in good faith to agree on a royalty commission percentage or flat rate amount for the sale of new LimitlessX products using the LPI the name.