MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING ("MOU") is entered into on the date set forth on the signature page hereof.
EXHIBIT 10.10
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is entered into on the date set forth on the signature page hereof.
BETWEEN: One World Cannabis Ltd, a legal entity organized under the laws of the State of Israel, having a place of business at ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, herein acting and represented by ▇▇▇ ▇▇▇▇▇▇, its Chief Executive Officer, duly authorized for the purposes hereof as he so declares;
AND: Medmar II, LLC, a legal entity constituted under the laws of the State of Hawaii and the State of Pennsylvania, having a place of business in Baltimore; herein acting and represented by ▇▇▇▇▇▇▇ ▇▇▇, its Director, duly authorized for the purposes hereof as he so declares;
One World Cannabis Ltd and Medmar II, LLC are sometimes referred to
individually, as a "Party" and collectively, as the "Parties."
NOW THEREFORE, THE PARTIES DECLARE THE FOLLOWING:
WHEREAS, One World Cannabis Ltd. ("OWC"), a wholly owned Israeli subsidiary of
OWC Pharmaceutical Research Corp. (OTCQB:OWCP), is focused on discovering,
developing and commercializing cannabis-based novel therapeutics products and
treatments specifically designed for several medical conditions ("OWC's
Product"). In addition, OWC offers medical cannabis regulatory compliance
services and patient-care consultancy services.
WHEREAS, Medmar II, LLC ("Medmar II") was organized in the State of Hawaii and
the State of Pennsylvania for, among other things, growing, extracting and
dispensing medical marijuana products in Hawaii and the State of Pennsylvania;
and
WHEREAS, the State of Hawaii and the State of Pennsylvania Act permits up to 15
organizations licensed by the State; and
WHEREAS, Medmar Ii intends to apply to become a Registered Organization under
the Hawaii and the State of Pennsylvania House ▇▇▇▇ (the "Act"); and
WHEREAS, Medmar II desires to obtain from OWC certain services based on the
expertise and knowledge of OWC in anticipation of Medmar II applying to become a
Registered Organization under the Act; and
WHEREAS, the Parties are entering into this MOU to set forth their mutual
intentions;
NOW THEREFORE, in consideration of the mutual understandings and agreements set
forth herein, the Parties agree as follows:
1. Consultancy Services and Use of Knowledge.
1.1. OWC will provide Medmar II consultancy services, based on OWC's existing
knowledge and regulatory expertise in the field of medical cannabis treatment,
in patient care programs, and in establishing training and consulting centers
for medical staff and patients, and assisting with the creation and
implementation of regulations governing the medical cannabis program.
1.2. Such services will be provided in connection with Medmar II's application
for registration as a "registered organization", according to the Act.
1.3. If a "registered organization" status, according to the Act, should be
provided to Medmar II in Hawaii and the State of Pennsylvania by January 31,
2016 (such date, as may be extended with the written consent of OWC, the "Medmar
II License Date"), OWC will also provide services to Medmar II, pending local
Hawaii and the State of Pennsylvania regulations and manufacturing abilities as
Medmar II shall inform OWC from time to time, shall provide Medmar II with an
exclusive license to OWC's intellectual property rights solely for the purpose
of allowing Medmar Ii to manufacture and distribute in Hawaii and the State of
Pennsylvania products in the field of medical cannabis treatments for Multiple
Myeloma, PTSD, Fibromyalgia and acute migraine (collectively, "Products"). Skin
disease products and/or other products (including future products of OWC) are
not included in the definition of Products.
1.4. In connection with the above license (and following the obtaining of all
required licenses under the Act by the Medmar II License Date), OWC will provide
consulting services (as shall be agreed in the definitive agreement) in order to
assist Medmar II to initiate the production and formulation to the mutually
chosen manufacturer facility as referred to in 1.3 above. The services scope and
schedule will be according to the clinical phase completion as shall be further
detailed in the definitive agreement
1.5. The production and distribution by Medmar II pursuant to this MOU is
limited for the State of Hawaii and the State of Pennsylvania.
1.6. OWC hereby grants Medmar it the right to publicize, promote and market
solely in Hawaii and the State of Pennsylvania that it has the exclusive rights
in Hawaii and the State of Pennsylvania to obtain services from OWC and to
distribute OWC Products and to publicize any of OWC public announcements subject
to preliminary written approval of each publication by OWC.
1.7 -As part of the consulting services provided hereunder by OWC, ▇▇. ▇▇▇▇▇▇
will serve as the Medical Director of Medmar it as long as Medmar Ii as entitled
to exclusive license.
2. Commercialization Agreement.
This MOU will be followed within 90 days with a consulting and a commercialization agreement that specify the terms and conditions of OWC services to Medmar II as well as the terms for the licensing of OWC's intellectual property for production and marketing of Products through Medmar II in the State of Hawaii and the State of Pennsylvania. Among others, the commercialization by Medmar 11 shall result in payment to OWC of royalties at a rate of 20% from Medmar ll's "Net Sales" (gross income less sales tax, returns, insurance charges, duties and freight and other transportation costs) of products developed and/or manufactured through the use of OWC's license.
3. Consulting Fee Per State.
In addition to the commercialization payments, Medmar II will pay OWC consultancy fees for its patients' care services, as
follows:
3.1 Pre-licensing fees: $50,000, to be paid to OWC in two equal payments:
$25,000 upon execution of this MOU and the remaining $25,000 within 45 days
thereafter;
3.2 Post-licensing fees: USD $20,000 per month in which Medmar it is using any
OWC license, for a period of 24 months.
4. Travel Expenses.
Upon execution of this MOU the Company and OWC will make its experts team, led by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, OWC's Director of Research and Regulatory Affairs, available to consult with Medmar 11 upon such time and dates as needed up to 40 hours per month (including travel time) at such times as shall be coordinated between the Parties from time to time. Medmar 11 will pay all travel expenses as flight and accommodation.
5. Post-licensing: R&D, Marketing and Distribution of OWC's Products.
5.1 This MOU also confirms the mutual understandings of previous discussions
between the Parties with respect to the license by OWC of its intellectual
property for marketing and distribution of Products by Medmar II solely in the
State of Hawaii and the State of Pennsylvania as further detailed below and
subject to terms to be agreed in the definitive agreement.
5.2 Upon successfully obtaining the required license by the Medmar II License
Date, OWC will grant to Medmar II an exclusive license to manufacture and
distribute solely in the State of Hawaii and the State of Pennsylvania, and
solely with the respect to Products. The nature of the rights and the agreed
compensation will be concluded with the definitive agreement.
6. Confidentiality; 1P Rights.
The Parties acknowledge that, in the course of their negotiations under this MOU,
it may be necessary for the Parties to provide documentation, technical and
business information and/or intellectual property, in whatever form recorded
(collectively, "Confidential Information"), to each other. All Confidential
Information provided or disclosed by any Party to the other Parties hereunder
shall remain the property of the furnishing Party, and shall be held in strict
confidence by the receiving Party, unless the furnishing Party otherwise
consents in writing in its sole discretion or unless disclosure of such
Confidential Information is required by the applicable laws (as detailed below).
Confidential Information furnished by any Party hereunder (a) shall not be
reproduced or copied, in whole or in part, by the receiving Party except for use
as specifically authorized by this MOU; (b) shall, together with any copies
thereof, be returned to the disclosing Party, or at the request of the
disclosing Party, destroyed, when no longer needed for purposes of this MOU or
at the request of the disclosing Party; and (c) shall only be disclosed by the
receiving Party to its employees, attorneys, accountants and other professional
advisors ("Representatives")who have a need to know such Confidential
Information in connection with the performance of this MOU; and who have agreed
to comply with the confidentiality obligations set forth herein, and provided
that the receiving Party is responsible to ay breach of confidentiality by its
Representatives. (d) If required to be disclosed by law, including by the State
of Hawaii and the State of Pennsylvania, or a court of the State of Hawaii and
the State of Pennsylvania, or by the Hawaii and the State of Pennsylvania
Medical Cannabis Commission, provided, however, that receiving Party gives
disclosing Party prompt notice thereof and shall furnish only that portion of
the Confidential Information which is legally required, and shall exercise all
efforts required to obtain confidential treatment for such information.
All rights of OWC in any of its products and/or related intellectual property
are and shall remain at all times the sole property of OWC. Any new developments
and inventions created in connection with the services and rights licensed by
OWC (regardless if invented by OWC or by others) shall be the sole property of
OWC and shall be assigned to it by Medmar II.
7. Publicity.
Either Party may issue any press release or otherwise publicize or disclose to any third Party the existence or nature of this MOU without the prior written consent of the other Party. The first publication of either Parties will be pre-approved by both Parties after the application has been submitted to the State of Hawaii and the State of Pennsylvania.
8. Warranty; Liability; Insurance:
8.1 Notwithstanding any other provision of this Agreement, OWC is not being asked to provide and will not be providing, hereunder or otherwise, any professional medical services, medical advice, or other services requiring professional licensure. Medmar iI agrees that OWC will not provide any professional medical services, medical advice, or other services requiring professional licensure hereunder, and any use or reliance on the consulting services provided by OWC is made at the sole discretion and responsibility of Medmar II.
8.2 OWC MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR
RELATING TO THE CONSULTING SERVICES. OWC SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES. ANY RELIANCE ON THE CONSULTING SERVICES 15 AT THE SOLE RISK OF
MEDMAR II.
IN NO EVENT WILL OWC OR ITS OFFICERS, EMPLOYEES AND CONSULTANTS BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE CONSULTING SERVICES
PROVIDED TO MEDMAR II (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY,
STATUTE OR OTHERWISE) EVEN IF OWC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. MEDMAR II AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS
AGREEMENT SHALL APPLY EVEN IF A LIMITED REMEDY PROVIDED HEREUNDER FAILS OF ITS
ESSENTIAL PURPOSE.
8.3 Medmar II agrees at all time to maintain insurance coverage sufficient to
cover its liabilities hereunder and provide OWC copies of the same. Medmar Ii
further agrees to indemnify, defend and hold harmless OWC, and its officers,
employees and consultants, from and against any and all liability, suits,
claims, losses, damages, and expenses (including reasonable attorneys' fees), to
the extent they arise from the provisions of the consulting services to Medmar
iI, and provided they are not resulting intentional misconduct of OWC.
9. Miscellaneous.
9.1 Non-Solicitation. Medmar II agrees and undertakes that during the period of provision of services by OWC with the Company, and for a period of 24 months thereafter, it will not, directly or indirectly, for any purpose or in any place solicit for employment any person employed by OWC (or retained by OWC as a consultant or service provider) on the date of such termination or during the preceding twelve months.
9.2 Term and Termination. Without derogating from and subject to Section 9.6
below, the provisions of this MOU shall automatically expire and terminate on
the happening of the following:
(a) the successful completion of the definitive agreement; or
(b) by mutual consent of the Parties; or
(c) the non-completion of the definitive agreement within 90 days of signing
this MOU.
This MOU shall also expire on the Medmar II License Date if Medmar ii has not
obtained the required licenses under the Act by such date, and in the event ▇▇.
▇▇▇▇▇▇ is no longer engaged by OWC, for any reason whatsoever.
The definitive agreement will include further detailed termination clauses. The
provisions of Sections 3.1, 6, 8 and 9 shall survive termination or expiration.
9.3 Headings. The headings contained herein are for reference purposes only and
shall not affect the meaning or interpretation of this MOU.
9.4 Governing Law. This MOU shall be governed by the laws of the State of New
York without reference to conflicts of laws principles. EACH PARTY HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
HEREUNDER.
9.5 Assignment. No Party may assign any of its rights or obligations hereunder
without the prior written consent of the other Parties hereto.
9.6 Amendment. This MOU may not be revised or amended except in a writing signed
by the Parties.
9.7 The Par-ties confirm that they will make good faith efforts to conclude a
definitive agreement relating to implement the provisions of this section of the
MOU. On signing of this MOU, the Parties shall immediately proceed to negotiate
the terms of the definitive agreements.
IN WITNESS WHEREOF, THIS INSTRUMENT HAS BEEN EXECUTED BY THE PARTIES.
One World Cannabis Ltd
By: ______________
▇▇▇ ▇▇▇▇▇▇, CEO
Dated: October __, 2015
Medmar II, LLC
/s/: ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇, Manager
Dated: October 27, 2015