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Numinus Wellness Inc. M&A Activity 2025
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M&A Activity
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ASSET PURCHASE, REFERRAL AND TRAINING & MARKETING PROGRAM AGREEMENT
BETWEEN
CANADIAN CENTRE FOR PSYCHEDELIC HEALING SAULT STE. MARIE INC.
and
NUMINUS WELLNESS INC.
dated as of
May 6, 2024
THIS ASSET PURCHASE, REFERRAL AND TRAINING & MARKETING PROGRAM AGREEMENT made as of May 6, 2024 (the “Effective Date”)
BETWEEN:
CANADIAN CENTRE FOR PSYCHEDELIC HEALING SAULT STE.
MARIE INC.
(the “Purchaser”)
and
NUMINUS WELLNESS INC.
(the “Vendor”, and, together with the Purchaser, the “Parties”, each a “Party”)
WHEREAS:
A. The Vendor carries on the Business (as hereinafter defined) and is the owner of the Purchased Assets (as hereinafter defined).
B. The Vendor and the Purchaser wish to enter into the transactions and arrangements set out in this Agreement, subject to and on the terms and conditions set out in this Agreement.
THEREFORE, in consideration of the respective covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions
In this Agreement, the following terms and expressions will have the following meanings:
(a) “393 Montreal Clinic” means the clinic operated by the Vendor and
Address redacted
(b) “Active Patient” means an individual who has received Psychedelic Treatment or psychotherapy provided by the Vendor either at the Included Montreal Clinic or the 393 Montreal Clinic prior to the Montreal Closing Date, or at the Other Clinics prior to the Effective Date;
(c) “Affiliate” shall have the meaning set out in the Business Corporations Act (Ontario);
(d) “Agreement” means this asset purchase, referral and training & marketing program agreement and all instruments amending it;
(e) “Amended Lease” has the meaning given to this term in Section 3.5;
(f) “Business” means all of the Vendor's operations performed at the Clinics as of the Effective Date, whether virtual or in-person, including psychotherapy, counselling, ketamine-assisted psychotherapy, ketamine therapy, Health Canada's Special Access Program services, psilocybin-assisted psychotherapy and MDMA-assisted psychotherapy;
(g) “Business Day” means any day other than a Saturday, a Sunday or a statutory holiday in the Province of Ontario, or any other day on which the principal chartered banks located in the City of Toronto are not open for business;
(h) “Clinical Trial Space Agreement” has the meaning set out in Section 3.1;
(i) “Clinics” means, collectively, the Included Montreal Clinic, Excluded Clinics and the Other Clinics;
(j) “Closings” refers to the Non-Montreal Closing and the Montreal Closing, collectively and individually, and each is a “Closing”.
(k) “Consent” means a license, permit, approval, consent, certificate, registration or any similar authorization (including without limitation those made or issued by or a Regulatory Authority or otherwise), but excluding an ROI;
(l) “Continuing Patient” means an Active Patient who has consented to receive Psychedelic Treatment or psychotherapy from the Purchaser after the Effective Date or the Montreal Closing Date and who has not been a customer of the Purchaser prior to the date of the Agreement, as applicable;
(m) “Contract” means any agreement, understanding, indenture, contract, lease, deed of trust, license, option, instrument or other commitment, whether written or oral;
(n) “Earn Out Amounts” has the meaning ascribed in Section 3.4;
(o) “Encumbrance” refers to all encumbrances including without limitation mortgages, charges, pledges, security interests, liens, actions, claims, demands and equities of any nature whatsoever or howsoever arising and any rights or privileges capable of becoming any of the foregoing;
(p) “Excluded Assets” means any assets not specifically sold and transferred to the Purchaser under this Agreement, including but not limited to, any (i) subscription or paid software licenses such as Windows, Adobe or Office, (ii) keys, access passes or other property issued by the Landlord under the Old Lease, (iii) any data related to the Business (whether electronic or physical) or Personal Information of the Practitioners, Patients, employees and/or contractors of the Vendor, (iv) any licenses held by the Professional Corporations or MindSpace that are not transferable by their nature (e.g., municipal operating licenses), (vi) any receivables relating to the Business; (vii) the security system in the Included Montreal Clinic; (viii) any personal property including art or decorative items belonging to employees that were onsite during the Inspection; and (ix) any
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property present at the Clinics that is leased by the Vendor, including where that equipment is noted on Schedule A or B.
(q) “Excluded Clinics” means the clinics operated by the Vendor and located
(r) “Force Majeure Event” means unforeseeable event that is beyond the reasonable control of a Party and the effects of which could not reasonably be avoided by such Party, including, without limitation any fire, flood, acts of God, labor disputes, accidents, act of war, invasion, insurrection, armed conflict, act of foreign enemy, revolution, terrorist act, interference by military authorities, nuclear explosion, contamination by ionizing radiation, interruptions of transportation or communications, epidemic, pandemic, or quarantine restriction that prevents, delays or interrupts the performance of any obligation under this Agreement, other than any obligation to pay any money, and provided such event does not occur by reason of: the negligence of the party relying on the Force Majeure Event; or any act or omission of the party relying on the Force Majeure Event;
(s) “Included Montreal Clinic” means the clinic operated by the Vendor and located at
Address redacted
(t) “Inspection” has the meaning given to this term in Section 2.4;
(u) “ITA” means the Income Tax Act (Canada);
(v) “Landing Page” has the meaning given to this term in Section 3.3;
(w) “Landlord” has the meaning given to this term in Section 3.5;
(x) “Law” or “Laws” means all requirements imposed by statutes, regulations, rules, ordinances, by-laws, decrees, codes, policies, judgments, orders, rulings, decisions, approvals, notices, permits, guidelines or directives of any Regulatory Authority;
(y) “Limited Test” has the meaning given to this term in Section 2.4;
(z) “MD Agreement” has the meaning given to this term in Section 3.6;
(a) “Mindspace” means Mindspace Services Inc., a wholly-owned Subsidiary of the Vendor;
(b) “Montreal Assets Purchase Price” has the meaning given to this term in Section 2.2(b);
(c) “Montreal Closing” means the completion of the Montreal Transaction;
(d) “Montreal Closing Acknowledgement” has the meaning given to this term in Section 5.3(a)(vii);
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(e) “Montreal Closing Date” means such date as the Parties may agree upon in writing to close the Montreal Transaction, which date shall not be later than ninety (90) days after the Effective Date;
(f) “Montreal Content” has the meaning given to this term in Section 3.3;
(g) “Montreal Purchased Assets” means all of Vendor's right, title, and interest in and to (i) the assets and things listed in Schedule “A” to this Agreement, (ii) such further assets and things that are included in and are necessary or attendant to the Purchaser's full possession, use and enjoyment of the assets and things listed in Schedule “A”, including, without limitation, keys, any firmware licenses and documentation, and (iii) any furniture, fixtures, office supplies and other items of personal property located in the Included Montreal Clinic on the Montreal Closing Date, but in each case excluding the Excluded Assets;
(h) “Montreal Referral Letter” has the meaning given to this term in Section 3.4;
(i) “Montreal Transaction” means the purchase by the Purchaser from the Vendor of the Montreal Purchased Assets;
(j) “New Lease” has the meaning given to this term in Section 3.5;
(k) “Non-Montreal Assets Purchase Price” has the meaning given to this term in Section 2.2(a);
(l) “Non-Montreal Closing” means the closing of the Non-Montreal Transaction;
(m) “Non-Montreal Closing Date” means such date or dates as the Parties may agree upon in writing to close the Non-Montreal Transaction, which date shall be on or before the Montreal Closing Date;
(n) “Non-Montreal Purchased Assets” means all of Vendor's (i) the assets and things listed in Schedule “B” to this Agreement, (ii) such further assets and things that are included in and are necessary or attendant to the Purchaser's full possession, use and enjoyment of the assets and things listed in Schedule “B”, including, without limitation, keys, any firmware licenses and documentation, but excluding the Excluded Assets;
(o) “Non-Montreal Referral Letter” has the meaning given to this term in Section 3.4;
(p) “Non-Montreal Transaction” means the purchase by the Purchaser from the Vendor of the Non-Montreal Purchased Assets;
(q) “Non-Public Material Information” has the meaning given to this term in section 7.1;
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(r) “Numinus Network Members” means any practitioners or other third party who now or in future subscribes for the Numinus Network Program;
(s) “Numinus Network Program” means the current and future service offering of Vendor to Numinus Network Members licensing of any of its protocol, and provision of professional services or administrative services to purchasers of such services;
(t) “Old Lease” means the lease dated September 1, 2022 between the Landlord and Mindspace;
(u) “Other Clinics” means the clinics operated by the Vendor and located
(v) “Parties” and “Party” have the meanings given to those terms above;
(w) “Patient Health Information” has the meaning ascribed in Section 4.1(i);
(x) “Person” is to be construed broadly and includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency, Regulatory Authority and any other form of entity or organization;
(y) “Personal Information” means any information about an identifiable individual (other than information that is used solely for the purpose of communicating or facilitating communication with such individual solely in relation to their employment, business or profession and, for greater certainty, not in any way in relation to their status as an Active Patient or former patient of the Business);
(z) “Partnership Page” has the meaning ascribed in Section 3.2(a);
(aa) “Practitioners” means any medical or mental health provider currently previously engaged with the Vendor to provide services at the Clinics, the Other Clinics or the Excluded Clinics;
(bb) “Professional Corporations” means, collectively, and each is a “Professional Corporation”;
(cc) “Psychedelic Medications” means ketamine and substances commonly classified as hallucinogens including ayahuasca, mescaline, psilocin, 3,4-methylenedioxymethamphetamine (MDMA), d-lysergic acid dimethylamine (LSD), dimethyltryptamine (DMT), 5 methoxy dimethyltryptamine (5MeO-DMT), and ibogaine;
(dd) “Psychedelic Treatments” means the prescription and/or administration of Psychedelic Medications by a licensed professional, including under the special
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access program or an exemption from Health Canada, but excludes professionals who administer ketamine solely for the purposes of sedation;
(ee) “Purchased Assets” means, collectively, the Non-Montreal Purchased Assets and the Montreal Purchased Assets;
(ff) “Purchaser” has the meaning given to this term above;
(gg) “Regulatory Authority” means: (i) any government, regulatory or administrative authority, agency, commission, utility, board or other entity (federal, provincial, municipal or local, domestic or foreign) having jurisdiction in the relevant circumstances, (ii) any judicial, administrative or arbitral court, authority, tribunal or commission having jurisdiction in the relevant circumstances, and (iii) any Person acting under the authority of any of the foregoing;
(hh) “Related Person” means a person in a business relationship with the Vendor such that the Vendor and the Person shares in profits and/or losses.
(ii) “Restricted Period” means thirty-six (36) months following the Effective Date;
(jj) “Retained Canadian Assets” means the assets of the Vendor used by the Vendor in its operations at the Excluded Clinics and the Other Clinics, unless purchased by the Purchaser pursuant to a Non-Montreal Closing;
(kk) “ROI” means a release of information form pursuant to which a patient, including an Active Patient, may consent to the release of his or her Patient Health Information to a third party;
(ll) “Subsidiary” means a company that is more than 50% owned by a Party;
(mm) “Training & Marketing Program” has the meaning given to this term in section 3.2;
(nn) “Transactions” means, collectively, the Non-Montreal Transaction(s) and the Montreal Transaction;
(oo) “Transition Period” means the period between the Effective Date and the Montreal Closing Date;
(pp) “Vendor” has the meaning given to this term above; and
(qq) “Wait List Persons” means persons on the waiting list at the Clinics, but excludes any such persons whom a Practitioner determines should be referred elsewhere for services.
1.2 Currency
Unless otherwise indicated, all references to dollar amounts in this Agreement are expressed in Canadian currency.
1.3 Governing Law
This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The Parties hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of Ontario with respect to any matter arising under or related to this Agreement.
1.4 Interpretation Not Affected by Headings
The division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
1.5 Number, Gender and Interpretation
In this Agreement, unless the context otherwise requires: (a) any reference to gender shall include all genders, (b) words importing the singular number shall include the plural and vice-versa, (c) the terms "hereof", "hereto" and "hereunder" and similar expressions mean and refer to this Agreement and not to any particular Article, Section or other subdivision, (d) any reference to an "Article", "Section" or other subdivision of this Agreement followed by a number means and refers to the specified Article, Section, or other subdivision of this Agreement, and (e) any reference to "include", "includes", "including" or similar terms will be deemed to be followed by "without limitation", "but not limited to" or any other applicable similar term.
1.6 Time of Essence
Time shall be of the essence of every provision of this Agreement.
1.7 Severability
Each of the provisions contained in this Agreement is distinct and severable, and a declaration of illegality, invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof and that provision or portion thereof will be severed from this Agreement without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
1.8 Calculation of Time Periods
Where a time period is expressed to begin or end at, on or with a specified day, or to continue to or until a specified day, the time period includes that day. Where a time period is expressed to begin after or to be from a specified day, the time period does not include that day. Where anything is to be done within a time period expressed after, from or before a specified day, the time period does not include that day. If the last day of a time period is not a Business Day, the time period shall end on the next Business Day.
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1.9 Statutory Instruments
Unless otherwise specifically provided in this Agreement, any reference in this Agreement to any Law shall be construed as a reference to such Law as amended or re-enacted from time to time or as a reference to any successor thereto.
ARTICLE 2
PURCHASE AND SALE
2.1 Purchased Assets.
On the terms and subject to the fulfilment of the conditions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendor:
(a) Non-Montreal Purchased Assets. At the Non-Montreal Closing Date, all of the Vendor's right, title and interest in, to and under the Non-Montreal Purchased Assets that are the subject of that particular Non-Montreal Closing; and
(b) Montreal Purchased Assets. At the Montreal Closing Date, all of the Vendor's right, title and interest in, to and under the Montreal Purchased Assets.
2.2 Purchase Price.
In addition to the Earn Out Amount:
(a) Non-Montreal Purchased Assets. The purchase price for the Non-Montreal Purchased Assets shall be set forth in the bill of sale exchanged at each Non-Montreal Closing (each a “Non-Montreal Assets Purchase Price”); and
(b) Montreal Purchased Assets. The purchase price for the Montreal Purchased Assets is [redacted] payable to the Vendor by electronic transfer (e-transfer) (the “Montreal Assets Purchase Price”).
2.3 As Is Where Is
Redacted due to confidentiality and/or commercial sensitivity.
Subject to Sections 2.4, 4.1(g)(i) and 4.1(g)(ii), the Purchased Assets are being sold by the Vendor, and are being purchased by the Purchaser, in their “as is where is” state, location and condition as of the Non-Montreal Closing Date and the Montreal Closing Date, as and if applicable. The Vendor makes no warranties or representations about the condition, performance, or functionality of the Purchased Assets. Purchased Assets that are supplies used in daily operations of the Clinics will continue to be used during the wind down of operations at the Clinics and, as such, may not be available on Closing.
2.4 Inspection of Purchased Assets and Included Montreal Clinic
During the Transition Period, the Purchaser shall be entitled to assess the condition, performance, or functionality of the Purchased Assets, subject to the Vendor's reasonable privacy and security
policies. The Purchaser shall satisfy itself that the Included Montreal Clinic is in a condition and state of repair acceptable to Purchaser during the Transition Period.
The Purchaser reviewed the assets at the Included Montreal Clinic on March 9, 2024 and the Vendor will make available the Included Montreal Clinic, including leaving in situ any assets currently used within the Included Montreal Clinic (the "Inspection"), for inspection. The Parties will arrange for the Purchaser to visit the Included Montreal Clinic prior to the Montreal Closing to test certain equipment; provided that the Vendor's privacy office shall have confirmed the equipment is free of Personal Information and the Purchaser is accompanied by a representative of the Vendor at all times (the "Limited Test").
2.5 Allocation of Purchase Prices
Prior to each Closing, the Vendor and the Purchaser agree to allocate the applicable purchase price among the applicable Purchased Assets for all purposes (including tax and financial accounting), negotiating in good faith. The Purchaser and the Vendor shall file all tax returns (including amended returns and claims for refunds) and elections required or desirable under the ITA in a manner consistent with such allocation.
2.6 Transfer Taxes
The Purchaser shall be liable for and shall pay all federal and provincial sales taxes and all other taxes, duties, fees or other like charges of any jurisdiction properly payable in connection with the transfer of the Purchased Assets by the Vendor to the Purchaser.
ARTICLE 3 OTHER AGREEMENTS AND TRANSITION MATTERS
3.1 Clinic Trial Space Agreement
During the Transition Period, the Parties shall negotiate in form and substance satisfactory to the Parties, acting reasonably, an agreement whereby the Vendor shall be allowed to use part of the Purchaser's leased premises in Vancouver, British Columbia on an on-demand basis, for the purposes of conducting clinical trials, subject to and on the terms of such aforementioned agreement (the "Clinical Trial Space Agreement"). The Clinical Trial Space Agreement may be entered into on or before the Montreal Closing.
3.2 Training & Marketing Program
From the Effective Date to the end of the Restricted Period, the Parties shall collaborate on a training and marketing program (the "Training & Marketing Program"). The Training & Marketing Program shall comprise:
(a) within thirty (30) days of the Effective Date, the Purchaser shall develop in form and substance satisfactory to the Parties, acting reasonably, a page on the
Purchaser's public website which endorses the Vendor's psychedelic-assisted training programs and links to the Vendor's website ("Partnership Page").
(b) the Vendor shall receive a referral fee of two hundred dollars ($200) for each Person that registers and pays for, Purchaser's cooperative program through Vendor's referral.
(c) the Purchaser shall receive a commission equivalent to twenty percent (20%) of the registration fee collected from each participant in Vendor's psychedelic-assisted training programs that is referred by Purchaser.
(d) the Vendor shall create and execute marketing campaigns pertaining to its training and community support initiatives, which may intermittently feature the Purchaser's clinics and cooperative program at the Vendor's discretion as to frequency and timing.
(e) The Purchaser shall support these initiatives by re-posting Vendor's campaign posts to further endorse Vendor's training and community support efforts through its website, social media and other traditional marketing and promotional channels.
(f) The Parties will collaborate to develop training content on the Vendor's learning platform, aimed at training therapists in the Purchaser's protocols and procedures. The terms of this collaboration shall be mutually agreed upon and formalized in a subsequent agreement.
Subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party, and the other Party accepts, for the term of this Agreement, a non-exclusive, non-transferable and non-assignable, non-sublicensable and revocable license to use its name, logo and other intellectual property shared under the Training & Marketing Program solely for the purpose of supporting its activities under this Agreement; provided that any such use shall be subject to the written approval of the Party owning the intellectual property.
The Training & Marketing Program will be implemented and performed from the Effective Date to the end of the Restricted Period, unless otherwise terminated in accordance with the terms hereof. Any renewal of the Training & Marketing Program shall be pursuant to a stand-alone agreement, negotiated by the Parties acting reasonably.
3.3 Vendor Website
Following the Effective Date, the Vendor shall develop in form and substance satisfactory to the Parties, acting reasonably, a page on the Vendor's public website which, among other things, lists the Purchaser's clinic locations, endorses the Purchaser's cooperative program, and includes a link to the Purchaser's website (the "Landing Page") but excludes any reference to the Included Montreal Clinic or referrals in Montreal (the "Montreal Content"). The Landing Page will go live upon or as soon as reasonably practicable after the Effective Date. The Montreal Content will go live within three (3) business days after the Montreal Closing Date. The cost of developing the Landing Page and the Montreal Content shall be at the Vendor's sole expense, except for the
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purchasers expenses associated with its own review of the proposed content (e.g., legal fees). The Landing Page and Montreal Content will remain live, subject to such changes as the Parties may agree from time to time, acting reasonably, until the earlier of the termination of the Training & Marketing Program or the end of the Restricted Period. The launch of the Montreal Content is contingent on the Montreal Closing.
3.4 Patient Referrals
Following the Effective Date, the Vendor shall (a) post on its website a notice of its intention to close the Other Clinics and the Excluded Clinics and that the Vendor is able to make referrals; and (b) notify its patients, including Active Patients, of its intention to close the Other Clinics and the Excluded Clinics and of its endorsement of the Purchaser’s services as an option.
Following the Effective Date, the Parties shall agree on the text, written and/or in the form of a script, to be used in the context of the Non-Montreal Closing for referral of Active Patients and Wait List Persons at the Other Clinics to the Purchaser (the “Non-Montreal Referral Letter”). The Non-Montreal Referral Letter will be sent to Active Patients and Wait List Persons of the Other Clinics as soon as reasonably practicable following the execution of the Effective Date.
Prior to the Montreal Closing, the Parties shall agree on the text, written and/or in the form of a script, to be used in the context of the Montreal Closing for referral of Active Patients and Wait List Persons at the Included Montreal Clinic or 393 Montreal Clinic, as applicable, to the Purchaser (the “Montreal Referral Letter”).
For avoidance of doubt, the Vendor will respond to any ROIs from its patients, including Active Patients and Continuing Patients, to release medical information to third parties in the ordinary course of business at any time, before, during or after the Transition Period. Further, patients will be told where their Practitioner is moving to and be given the option to continue with such Practitioner or any third party of their choice.
3.5 New Lease
During the Transition Period, the Purchaser shall negotiate and settle a lease for the Included Montreal Clinic (the “New Lease”) with Les Placements Raymond-Saine Inc, as landlord (the “Landlord”) and the Vendor shall negotiate an amended lease for the Excluded Clinic located at [redacted] (the “Amended Lease”). Subject to section 6.2(c), the New Lease and the Amended Lease shall be to the sole, absolute and unfettered discretion and satisfaction of the Purchaser and the Vendor, respectively. Upon the Montreal Closing, the Purchaser shall have no liability to the Vendor in respect of the Old Lease or the Amended Lease,
Address redacted.
and the Vendor shall have no liability to the Purchaser in respect of the New Lease. This Section 3.5 does not affect any Party's obligations to the Landlord, whether prior to or after the Montreal Closing, as the case may be.
3.6 Montreal Medical Director & Staff
During the Transition Period, the Purchaser shall negotiate and settle an agreement with a physician to provide medical services at the Included Montreal Clinic (the "MD Agreement"). If Purchaser wishes to hire other employees or staff at the Clinics, Vendor will facilitate such activity by making introductions for the purposes of negotiations.
3.7 Consents
During the Transition Period, the Purchaser and Vendor will collaborate on obtaining any and all necessary Consents, including from the Toronto Stock Exchange.
ARTICLE 4 REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties of the Vendor
The Vendor hereby represents and warrants to the Purchaser as of the Effective Date, all statements made in this Section 4.1 are true and correct. The Vendor acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement:
(a) Incorporation and Existence
The Vendor is a corporation incorporated and existing under the laws of the Province of British Columbia.
(b) Corporate Power
The Vendor has the corporate power and authority to own, sell or lease its property, and to carry on the Business as now being conducted by it.
(c) Validity of Agreement
(i) The Vendor has all necessary corporate power to enter into and perform its obligations under this Agreement and any other agreements or instruments to be delivered or given by it pursuant to this Agreement.
(ii) The Vendor has taken all necessary corporate action, steps and other proceedings to approve and authorize the execution and delivery of, and performance of its obligations under, this Agreement, and to take any other actions necessary to facilitate the consummation of the Transactions.
(iii) This Agreement and any other documents executed pursuant to, or related to, this Agreement and to which the Vendor is a party, constitute legal, valid
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and binding obligations of the Vendor enforceable against it in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally, and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction (none of which having been granted).
(d) No Violation
The execution and delivery of this Agreement and any related agreements by the Vendor, and the consummation of the Transactions and the fulfilment by the Vendor of the terms, conditions and provisions thereof, will not (with or without the giving of notice or lapse of time, or both):
(i) contravene or violate or result in a breach or a default under, or give rise to a right of termination, amendment or cancellation or the acceleration of any obligations of the Vendor under:
(A) any applicable Law that is reasonably material to this Agreement or the Transactions;
(B) any judgment, order, writ, injunction or decree of any Regulatory Authority having jurisdiction over the Vendor;
(C) the articles, by-laws, resolutions of the board of directors or shareholders or any constating documents of the Vendor;
(D) any Consent held by the Vendor related to the ownership of the Purchased Assets or the operation of the Business; or
(E) the provisions of any Contract to which the Vendor is a party or by which it is, or any of its properties or assets are, bound;
(ii) result in the creation or imposition of any Encumbrance on any of the Purchased Assets; or
(iii) limit or impair the Purchaser's ability to carry on the Business in the same manner and in each jurisdiction as now currently being carried on.
(e) Regulatory and Contractual Consents
(i) There is no requirement to make any filing with, give any notice to, or obtain any Consent from, any Regulatory Authority or Person as a condition to the lawful consummation of the Transactions, other than notice to the TSX, including fulfilment of any conditions on the Vendor by the TSX.
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(ii) There is no requirement under any Contract relating to the Business or to which the Vendor is a party, or by which the Vendor is bound, to make any filing with, give any notice to, or obtain the Consent of, any Person.
(iii) (A) the Vendor holds all Consents required for it to conduct the Business and operate the Purchased Assets as previously and currently conducted in compliance with all Laws; (B) the Vendor is in compliance with the Consents, and the Consents are in good standing, valid and subsisting; (C) there are no proceedings in progress, pending, or, to the knowledge of the Vendor, threatened, that could result in the revocation, cancellation or suspension of any of the Consents; (D) all fees and charges with respect to such Consents as of the date hereof have been paid in full for the period up to the applicable Closing; and (E) to the extent necessary, all Consents are transferrable from the Vendor to the Purchaser.
(iv) On or prior to the applicable Closing, correct and complete copies of the Consents have been delivered to the Purchaser.
(f) Compliance with Laws
The Vendor has, at all times, complied, and the Included Montreal Clinic is now being conducted in material; compliance, with all Laws applicable to the Included Montreal Clinic, the Purchased Assets.
(g) Title to Property and Operation of Business
(i) Each of the Purchased Assets exist and is directly or indirectly owned by the Vendor as owner with a good and marketable title, free and clear of all Encumbrances. The Vendor has not assigned, transferred or granted a license in respect of any Purchased Asset which would cause a prohibition or restriction on the use by the Purchaser of any Purchased Asset after the Closings.
(ii) The Vendor represents and warrants that the items in situ during the Inspection constitute the assets directly or indirectly owned by the Vendor for use in the Included Montreal Clinic. The Vendor has not sold, assigned, transferred or in any other way conveyed any right, title or interest in, to or under any of the Purchased Assets.
(h) Privacy Matters
There is no legal proceeding or investigation (formal or informal) currently pending against the Vendor by any Person or any Regulatory Authority with respect to any Laws pertaining to privacy, Personal Information, anti-spam, or spyware (including consent, registration or notification requirements) in relation to the Purchased Assets.
(i) Custody and Control of Health Information
To the extent that an Active Patient or a Continuing Patient consent to the release of any individually identifying health information contained in such Active Patient or Continuing Patient’s medical records (“Patient Health Information”),
(i) The Vendor has custody and control of such Patient Health Information.
(ii) Subject to obtaining a signed ROI from such Active Patient or Continuing Patient, the Vendor represents that it has the authority to transfer the Patient Health Information to the Purchaser, or, at the Purchaser's option, to any custodian selected by the Purchaser.
(j) No Other Purchase Agreements
Except for the Purchaser's right under this Agreement, no Person has any Contract, option, understanding or commitment, or any right or privilege capable of becoming a Contract, option, understanding or commitment for the purchase or transfer (including without limitation by way of collateral or security interest) of any of the Purchased Assets.
(k) Residency
The Vendor is not a non resident of Canada within the meaning of section 116 of the ITA.
(l) Ownership of Intellectual Property
To the extent that any intellectual property is licensed by the Vendor to the Purchaser under this Agreement, the Vendor licenses, with right to sublicense hereunder, and/or owns all rights, interests and title in such intellectual property.
4.2 Representations and Warranties of the Purchaser
The Purchaser hereby represents and warrants to the Vendor as of the Effective Date that all statements made in this Section 4.2 are true and correct. The Purchaser acknowledges that the Vendor is relying on such representations and warranties in entering into this Agreement:
(a) Incorporation and Existence
The Purchaser is a corporation incorporated and existing under the laws of Ontario.
(b) Validity of Agreement
(i) The Purchaser has all necessary corporate power to own the Purchased Assets. The Purchaser has all necessary corporate power to enter into and perform its obligations under this Agreement and any other agreements or instruments to be delivered or given by it pursuant to this Agreement.
(ii) The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Purchaser.
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(iii) This Agreement or any other agreements entered into pursuant to this Agreement to which the Purchaser is a party constitute legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction (none of which having been granted).
(c) No Violation
The execution and delivery of this Agreement by the Purchaser, the consummation of the Transactions and the fulfilment by the Purchaser of the terms, conditions and provisions hereof will not (with or without the giving of notice or lapse of time, or both):
(i) contravene or violate or result in a breach or a default under or give rise to a right of termination, amendment or cancellation or the acceleration of any obligations of the Purchaser, under:
(A) any applicable Law that is reasonably material to this Agreement or the Transactions;
(B) any judgment, order, writ, injunction or decree of any Regulatory Authority having jurisdiction over the Purchaser;
(C) the articles, by-laws or any resolutions of the board of directors or shareholders of the Purchaser;
(D) any Consent held by the Purchaser; or
(E) the provisions of any Contract to which the Purchaser is a party or by which it is, or any of its properties or assets are, bound.
(d) Consents
There is no requirement for the Purchaser to make any filing with, give any notice to or obtain any Consent from any Regulatory Authority as a condition of the Purchaser's lawful consummation of the Transactions.
(e) Personal Information and Patient Health Information
To the extent that Patient Health Information or Personal Information is made available to the Purchaser, the Purchaser represents and warrants that such information will be handled in accordance with all applicable Laws and the instructions, if any, of the relevant data subject.
(f) Patient & Prospective Patient Disclosures
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The Purchaser will use commercially reasonable efforts to ensure that any prospective client, including any Active Patient or Wait List Person, who interacts with the Purchaser through the Non-Montreal Purchased Assets is made aware that the Purchaser and the Vendor are separate entities and that they are dealing with the Purchaser and not the Vendor in any interactions.
(g) Ownership of Intellectual Property
To the extent that any intellectual property is licensed by the Purchaser to the Vendor under this Agreement, the Purchaser licenses, with right to sublicense hereunder, and/or owns all rights, interests, and title in such intellectual property.
(h) Operation of Assets
The Purchaser shall, at all times during the term of this Agreement, operate its business in material compliance with applicable Laws.
ARTICLE 5
ASSET PURCHASE CLOSING ARRANGEMENTS
5.1 Virtual Closing
The Closings shall take place by way of electronic delivery of the executed closing documents.
5.2 Non-Montreal Closing Arrangements
(a) Conditions Precedent to the Non-Montreal Closing.
Confirmation from the Vendor that the Non-Montreal Assets (i) are no longer required for its operations, which confirmation shall be provided within one hundred (100) days of the Effective Date, otherwise all Non-Montreal Assets shall be deemed no longer required for the Vendor's operations on the expiry of such one hundred (100) days; and (ii) in any event, have been cleared by its privacy office for release.
(b) Non-Montreal Closing Deliveries by Vendor.
At the Non-Montreal Closing, the Vendor will deliver the following to the Purchaser, in a form reasonably acceptable to the Purchaser:
(i) a certificate executed by the Vendor confirming that the representations and warranties of the Vendor in this Agreement are true and correct in all material respects as of the Non-Montreal Closing Date and that the obligations of the Vendor to be performed prior to the Non-Montreal Closing have been performed in all material respects, in each case solely as they relate to the Non-Montreal Transaction;
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(ii) a bill of sale for the Non-Montreal Purchased Assets, duly executed by the Vendor and any relevant Affiliate; and
(iii) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to the Purchaser, as the Purchaser may reasonably require to give effect to this Agreement.
(c) Non-Montreal Closing Deliveries by Purchaser
At the Non-Montreal Closing, the Purchaser will deliver the following to the Vendor, in a form reasonably acceptable to the Vendor:
(i) the Non-Montreal Asset Purchase Price for the relevant assets, in immediately available funds;
(ii) a certificate executed by the Purchaser confirming that the representations and warranties of the Purchaser in this Agreement are true and correct in all material respects as of the Non-Montreal Closing Date and that the obligations of the Purchaser to be performed prior to the Non-Montreal Closing have been performed in all material respects, in each case solely as they relate to the Non-Montreal Transaction;
(iii) a bill of sale for the Non-Montreal Purchased Assets, duly executed by the Purchaser; and
(iv) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to the Vendor, as the Vendor may reasonably require to give effect to this Agreement.
(d) Transfer of Non-Montreal Purchased Assets
The Non-Montreal assets are sold on in their "as is, where is" state, location and condition and, as such, the Purchaser shall:
(i) take title to the Non-Montreal Purchased Assets at their current location; and
(ii) be solely responsible for the cost and activity associated with packing, shipping, insuring, set-up or start-up, testing, and operation of the Non-Montreal Purchased Assets; provided that the Vendor shall provide reasonable assistance on request.
5.3 Montreal Closing Arrangements
(a) Conditions Precedent to the Montreal Closing
The following are conditions precedent to the Montreal Closing:
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(i) the Landlord and the Purchaser having settled the New Lease;
(ii) the Landlord and the Vendor having settled the Amended Lease;
(iii) the Purchaser having settled an MD Agreement with a physician;
(iv) the Limited Test being completed;
(v) the Parties having settled and/or entered into the Clinical Trial Space Agreement, and having settled and developed the form of the Montreal Content and Montreal Referral Letter;
(vi) the Parties have obtained the necessary Consents for the Montreal Transaction; and
(vii) confirmation in writing signed by the Parties that all conditions precedent have been satisfied or waived (the "Montreal Closing Acknowledgement").
(b) Montreal Closing Deliveries by Vendor
At the Montreal Closing, the Vendor will deliver the following to the Purchaser, in a form reasonably acceptable to the Purchaser:
(i) the Montreal Closing Acknowledgement signed by the Vendor;
(ii) copies of all Consents, approvals, waivers and authorizations necessary, if any, in respect of the sale and use of the Montreal Purchased Assets;
(iii) a certificate executed by the Vendor confirming that the representations and warranties of the Vendor in this Agreement are true and correct in all material respects as of the Montreal Closing Date and that the obligations of the Vendor to be performed prior to the Montreal Closing have been performed in all material respects, in each case solely as they relate to the Montreal Purchased Assets;
(iv) a bill of sale for the Montreal Purchased Assets, duly executed by the Vendor and any applicable Affiliate;
(v) if not already executed and delivered, copies of the Clinical Trial Space Agreement, signed by the Vendor; and
(vi) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to the Purchaser, as the Purchaser may reasonably require to give effect to this Agreement.
(c) Montreal Closing Deliveries by Purchaser
At the Montreal Closing, the Purchaser will deliver the following to the Vendor, in a form reasonably acceptable to the Vendor:
(i) the Montreal Asset Purchase Price, payable by electronic transfer (e-transfer);
(ii) a certificate executed by the Purchaser confirming that the representations and warranties of the Purchaser in this Agreement are true and correct in all material respects as of the Montreal Closing Date and that the obligations of the Purchaser to be performed prior to the Montreal Closing have been performed in all material respects, in each case solely as they relate to the Montreal Purchased Assets;
(iii) a bill of sale for the Montreal Purchased Assets, duly executed by the Purchaser;
(iv) if not already executed and delivered, copies of the Clinical Trial Space Agreement, signed by the Purchaser;
(v) a copy of the Montreal Closing Acknowledgement duly executed by the Purchaser; and
(vi) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to the Vendor, as the Vendor may reasonably required to give effect to this Agreement.
(d) Transfer of Montreal Assets
Montreal assets are sold on an “as is, where is” their “as is, where is” state, location and condition and, as such, the Purchaser shall take title to the Montreal Purchased Assets at their current location (i) in the case of items on list A, in the Included Montreal Clinic; or (ii) in the case of items listed on lists B or C (the “Pick Up Assets”), at their location in the 393 Montreal Clinic or the Other Clinic in Toronto, as applicable.
On closing of the Montreal Transaction, the Vendor shall cancel all insurance associated with the Montreal Clinic, subject to any decision to run off of its errors and omissions policy, and the purchaser shall be responsible for such insuring the Montreal Assets as of the Montreal Closing.
The Purchaser shall (x) be solely responsible for the cost and activity associated with packing, shipping, insuring, set-up or start-up, testing, and operation of the Pick Up Assets B; and (y) pick up the Pick Up Assets no later than seven (7) days after the Montreal Closing; provided that the Vendor shall provide reasonable assistance on request.
(e) Post-Closing Matters
As soon as reasonably practicable following the Montreal Closing, the Vendor shall:
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(i) make the Montreal Content live on its website;
(ii) send the Montreal Referral Letter to its Active Patients at the Included Montreal Clinic and the 393 Montreal Clinic;
(iii) send the Wait List Referral Letters to those persons on the waiting list for the Clinics;
(iv) obtain ROIs from those Active Patients wishing to transfer their files to the Purchaser; and
(v) assist the Purchaser with, as may be reasonably requested by the Purchaser, and facilitate the transfer of Active Patients who have signed an ROI to the Vendor.
After the Closings and during the Restricted Period, the Vendor shall promptly forward any emails or other correspondence received and related to the applicable Purchased Assets or, where relevant to the Purchaser, the Included Montreal Clinic, to the address provided by the Purchaser.
ARTICLE 6
NON-COMPETITION
6.1 The Vendor covenants and agrees that for the Restricted Period, the Vendor shall not, either directly or indirectly:
(a) engage in or assist others in engaging in the Business, or any services business which is similar to the Business, in Canada;
(b) have an interest in any Person that engages directly or indirectly in the Business in Canada in any capacity, including as a partner, shareholder, employee, principal, agent, trustee or consultant; or
(c) cause, induce or encourage any actual or prospective client, customer, or material supplier of the Business, or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship.
6.2 Notwithstanding Section 6.1, the Vendor may:
(a) continue to offer its training programs, conduct clinical trials, and operate any of Vendor's current or future Canadian operations which are not included in the Business;
(b) offer the Numinus Network Program anywhere in the world, whether or not Numinus Network Members are in the Business or other businesses competitive to the Purchaser and irrespective of whether such Numinus Network Member is a Professional Corporation or Practitioner, provided that the Vendor shall not
directly or indirectly through a Subsidiary or affiliate or Related Person do the things specifically set out in section 6.1;
(c) provided that the Vendor shall not sublease the premises where the 393 Montreal Clinic is being operated as of the Effective Date to a Person in the business of providing Psychedelic Treatments, offer the locations of the Excluded Clinics and Other Clinics for sublease, and/or sell any and all Retained Canadian Assets, to a third party, whether or not such third party is in the Business or other businesses competitive to the Purchaser and irrespective of whether such third party is a Professional Corporation or Practitioner; and
(d) own, directly or indirectly, solely as an investment, securities of any Person traded on any stock exchange, provided that the Vendor is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person.
6.3 The Vendor acknowledges that the restrictions contained in this Article 6 are reasonable and necessary to protect the legitimate interests of the Purchaser and constitute a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. The covenants contained in this Article 6 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
6.4 The Purchaser acknowledges that this Section 6 applies only to the Vendor, its Affiliates and Subsidiaries and not to the Professional Corporations or Practitioners; provided that the Vendor gets no financial benefit from and has no business relation with any Professional Corporation or Practitioner doing a thing listed in Section 6.1 other than the provision of the Numinus Network Program pursuant to Section 6.2.
ARTICLE 7
GENERAL
7.1 Confidentiality & Non-Public Information
(a) The Purchaser covenants and agrees that, except as otherwise authorized by the Vendor, neither the Purchaser nor its representatives, agents or employees will disclose to third parties, directly or indirectly by a third party on behalf of the Vendor, any confidential information or confidential data of or about the Vendor or the Business discovered or received by the Purchaser or its representatives, agents or employees as a result of the Vendor making available to the Purchaser and its representatives, agents or employees the information requested by them in connection with the Transactions. For the purposes of this Agreement, "confidential information" means any information that is proprietary or unique to the Vendor and that is disclosed by the Vendor to the Purchaser during the term of
this Agreement, including the following: trade secret information; matters of a technical nature such as processes, protocols, techniques, treatment algorithms, data and dosing formulas, and informal or formal research results; marketing methods; plans and strategies; non-public information.
(b) The Purchaser understands that the Vendor’s common shares are listed and posted for trading on the Toronto Stock Exchange and the OTCQB Board of the OMTC Markets and may, in future, be listed on other exchanges. In the course of this Agreement and carrying out the transactions contemplated hereunder, the Vendor may receive material information of the Vendor and/or another public issuer that has not been publicly disseminated (“Non-Public Material Information”). As such, the Purchaser acknowledges and agrees that it will not, and will advise its employees and representatives not to, (a) trade in securities of the Vendor when in possession of Non-Public Material Information, or (b) share material Non-Public Material Information with any other person, including by making recommendation to another person regarding trading in securities of the Vendor without sharing the Non-Public Material Information specifically.
(c) The Purchaser shall not be in breach of this Article 7 if the Purchaser has taken all reasonable steps and enabled all reasonable protections to prevent the breach of this Article 7 by its representatives, agents or employees.
7.2 Equitable Remedies
The Parties each acknowledge and agree that a breach or threatened breach of Article 6 or Section 7.1 of this Agreement would give rise to irreparable harm to the other Party, for which monetary damages would not be an adequate remedy, and hereby agrees that, in the event of a breach or a threatened breach by one Party of any such obligations, the other Party shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an interim or permanent injunction, specific performance and any other relief that may be available from a court of competent equitable jurisdiction without any requirement to post bond or other security.
7.3 Notices
(a) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by email, or sent by courier, charges prepaid, addressed as follows:
if to the Purchaser,
if to the Vendor,
(b) Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day, on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event that might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as described.
(c) Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 7.2.
7.4 Public Announcements and Disclosure
The Parties shall consult with each other before issuing any press release or making any other public announcement with respect to this Agreement or the Transactions, and, except as required by any applicable Law or stock exchange having jurisdiction, no Party shall issue any such press release or make any such public announcement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Prior to any such press release or public announcement, none of the Parties shall disclose this Agreement or any aspect of the Transactions except to its board of directors, its senior management, its legal, accounting, financial or other professional advisors, any financial institution contacted by it with respect to any financing required in connection with the Transactions and counsel to such institution, or as may be required by any applicable Law or stock exchange having jurisdiction.
7.5 Successors and Assignment
This Agreement will be binding upon and enure to the benefit of the Parties and their respective successors, permitted assigns, heirs and legal representatives. The rights and obligations of either Party under this Agreement may not be assigned or transferred without the prior written consent of the other Party.
7.6 Expenses
Each of the Parties shall be responsible for their own expenses (including fees and expenses of legal advisers, accountants and other professional advisers) in connection with the negotiation and settlement of this Agreement and the completion of the Transactions.
7.7 Further Assurances
Each Party shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other Party may reasonably require
from time to time after the Closings, at the reasonable expense of the requesting Party, for the purpose of giving effect to this Agreement, and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.
7.8 Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements, understandings, negotiations and discussions between the Parties, whether written or oral, including the non-binding term sheet between the Parties dated March 9, 2024. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter except as provided in this Agreement. No reliance is placed by any Party on any warranty, representation, opinion, advice or assertion of fact made by any Party or its directors, officers, employees or agents, to any other Party or its directors, officers, employees or agents, except to the extent that it has been reduced to writing and included in this Agreement.
7.9 Term & Termination
The Term of this Agreement shall commence on the Effective Date and shall continue to the end of the Restricted Period. This Agreement may be terminated by: (a) mutual written agreement of the Parties; (b) either Party on written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; (c) upon seven (7) days' notice where to Force Majeure Event that makes it impractical or impossible to continue performance; or (d) either Party on written notice to the other Party, if the other Party makes a general assignment for the benefit of its creditors, becomes insolvent, or is generally unable to pay or fails to pay its debts as they become due, ceases to carry on all or substantially all of its business in the ordinary course, commences or consents to any proceeding or order under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or another similar law, or proceeding of such nature is commenced against the other Party which remains undissmissed, undischarged, or unbonded for a period of ten (10) days. If this Agreement is terminated in accordance with this Section 5, any license granted under this Agreement shall immediately terminate.
7.10 Survival
Section 1.2 through to and including Section 1.9, Section 2.3, Section 2.5, Section 2.6, Article 3, Sections 4.2(e)-(h), Section 5.3(d)-(e), Article 6, and Error! Reference source not found. shall survive the Closings and the expiration or termination of this Agreement and will continue in full force and effect.
7.11 Waiver, Amendment
Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.
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7.12 Rights Cumulative
The rights and remedies of the Parties under this Agreement are cumulative and not alternative.
7.13 Non-Merger
Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties and other provisions contained in this Agreement will not merge on but will survive the Closings. The Closings will not prejudice any right of one Party against any other Party in respect of anything done or omitted under this Agreement or in respect of any right to damages or other remedies.
7.14 Counterparts
This Agreement may be executed and delivered by DocuSign or other form of electronic signature and transmission, in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument.
7.15 Costs
Unless otherwise set out in this Agreement, each of the Parties shall bear its respective costs, charges, and expenses for the business review, preparation, and negotiation of this Agreement, including, but not limited to, fees of their respective legal counsel, accountants, and other advisors or consultants.
7.16 No Transfer of Ownership
Unless expressly listed in the Purchased Assets, nothing in this Agreement shall effect or be deemed to effect the transfer or conveyance of ownership of any intellectual property of one Party, its Affiliates or licensors, to the other Party. As between the Parties, all proprietary rights or rights of ownership with respect to any intellectual property of a Party, its Affiliates or licensors shall at all times remain solely with that Party, its Affiliates and licensors, as applicable, and the other Party shall have no rights in or to such intellectual property other than those expressly granted herein.
[Signature page follows]
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IN WITNESS WHEREOF this Agreement has been executed by the Parties as of the date first written above.
Title: President & Chief Operating Officer
Schedule "A" - Montreal Purchased Assets
Schedules are all redacted due to confidentiality and/or commercial sensitivity
