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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/13/18 Cell MedX Corp. 10-K 5/31/18 85:3M Empire Stock Transf… Inc |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 521K
7: EX-10.45 Loan Agreement and Note Payable Dated April 5, HTML 32K
2018
8: EX-10.46 Loan Agreement and Note Payable Dated May 8, 2018 HTML 32K
9: EX-10.47 Intellectual Property Royalty Agreement Dated for HTML 45K
Reference September 6, 2018
10: EX-10.48 Royalty Agreement Dated for Reference September 6, HTML 39K
2018
11: EX-10.49 Letter of Intent Dated for Reference September 10, HTML 34K
2018
2: EX-21.1 List of Significant Subsidiaries HTML 24K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 30K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
18: R1 Document and Entity Information HTML 55K
19: R2 Consolidated Balance Sheets HTML 81K
20: R3 Balance Sheets (Parenthetical) HTML 35K
21: R4 Consolidated Statements of Operations HTML 72K
22: R5 Consolidated Statements of Stockholders' Equity HTML 76K
(Deficit)
23: R6 Consolidated Statements of Stockholders' Equity HTML 28K
(Parenthetical)
24: R7 Consolidated Statements of Cash Flows HTML 103K
25: R8 Organization and Nature of Operations HTML 31K
26: R9 Summary of Significant Accounting Policies HTML 45K
27: R10 Related Party Transactions Disclosure HTML 60K
28: R11 Equipment Disclosure HTML 35K
29: R12 Inventory Disclosure HTML 28K
30: R13 Other Current Assets Disclosure HTML 28K
31: R14 Unearned Revenue Disclosure HTML 30K
32: R15 Notes and Advances Payable Disclosure HTML 61K
33: R16 Share Capital Disclosure HTML 74K
34: R17 Income Taxes Disclosure HTML 50K
35: R18 Subsequent Event Disclosure HTML 32K
36: R19 Organization and Nature of Operations: Going HTML 29K
Concern (Policies)
37: R20 Summary of Significant Accounting Policies: Basis HTML 28K
of Presentation (Policies)
38: R21 Summary of Significant Accounting Policies: HTML 30K
Principles of Consolidation, Policy (Policies)
39: R22 Summary of Significant Accounting Policies: HTML 28K
Reclassifications, Policy (Policies)
40: R23 Summary of Significant Accounting Policies: HTML 30K
Accounting Estimates, Policy (Policies)
41: R24 Summary of Significant Accounting Policies: HTML 30K
Foreign Currency Translations and Transactions,
Policy (Policies)
42: R25 Summary of Significant Accounting Policies: HTML 30K
Revenue Recognition, Policy (Policies)
43: R26 Summary of Significant Accounting Policies: HTML 29K
Inventory Valuation, Policy (Policies)
44: R27 Summary of Significant Accounting Policies: HTML 29K
Research and Development Costs, Policy (Policies)
45: R28 Summary of Significant Accounting Policies: Income HTML 31K
Taxes, Policy (Policies)
46: R29 Summary of Significant Accounting Policies: Loss HTML 30K
Per Share, Policy (Policies)
47: R30 Summary of Significant Accounting Policies: HTML 30K
Long-lived Assets, Policy (Policies)
48: R31 Summary of Significant Accounting Policies: HTML 29K
Equipment, Policy (Policies)
49: R32 Summary of Significant Accounting Policies: Fair HTML 30K
Value Measurements, Policy (Policies)
50: R33 Summary of Significant Accounting Policies: Stock HTML 30K
Options and Other Stock-based Compensation, Policy
(Policies)
51: R34 Summary of Significant Accounting Policies: Recent HTML 28K
Accounting Pronouncements (Policies)
52: R35 Related Party Transactions Disclosure: Schedule of HTML 38K
Amounts Due to Related Parties (Tables)
53: R36 Related Party Transactions Disclosure: Schedule of HTML 44K
Transactions with Related Parties (Tables)
54: R37 Equipment Disclosure: Amortization Schedule for HTML 35K
Equipment (Tables)
55: R38 Notes and Advances Payable Disclosure: Schedule of HTML 47K
Short-term Loans and Advances Outstanding (Tables)
56: R39 Notes and Advances Payable Disclosure: Fair values HTML 30K
assumptions of the warrants - Term Loan Agreement
(Tables)
57: R40 Share Capital Disclosure: Black-Scholes Option HTML 30K
pricing valuation - Stock Options granted August
24, 2017 (Tables)
58: R41 Share Capital Disclosure: Schedule of Stock Option HTML 44K
Activity (Tables)
59: R42 Share Capital Disclosure: Schedule of Stock HTML 33K
Options Outstanding (Tables)
60: R43 Share Capital Disclosure: Schedule of Warrant HTML 32K
Activity (Tables)
61: R44 Share Capital Disclosure: Schedule of Warrant HTML 38K
Details (Tables)
62: R45 Income Taxes Disclosure: Schedule of Effective HTML 39K
Income Tax Rate Reconciliation (Tables)
63: R46 Income Taxes Disclosure: Schedule of Deferred Tax HTML 36K
Assets and Liabilities (Tables)
64: R47 Organization and Nature of Operations: Going HTML 28K
Concern (Details)
65: R48 Related Party Transactions Disclosure: Schedule of HTML 39K
Amounts Due to Related Parties (Details)
66: R49 Related Party Transactions Disclosure: Schedule of HTML 46K
Transactions with Related Parties (Details)
67: R50 Equipment Disclosure (Details) HTML 27K
68: R51 Equipment Disclosure: Amortization Schedule for HTML 36K
Equipment (Details)
69: R52 Inventory Disclosure (Details) HTML 30K
70: R53 Other Current Assets Disclosure (Details) HTML 29K
71: R54 Unearned Revenue Disclosure (Details) HTML 35K
72: R55 Notes and Advances Payable Disclosure: Schedule of HTML 45K
Short-term Loans and Advances Outstanding
(Details)
73: R56 Notes and Advances Payable Disclosure (Details) HTML 49K
74: R57 Share Capital Disclosure (Details) HTML 27K
75: R58 Share Capital Disclosure: Schedule of Stock Option HTML 39K
Activity (Details)
76: R59 Share Capital Disclosure: Schedule of Stock HTML 37K
Options Outstanding (Details)
77: R60 Share Capital Disclosure: Schedule of Warrant HTML 30K
Activity (Details)
78: R61 Share Capital Disclosure: Schedule of Warrant HTML 32K
Details (Details)
79: R62 Income Taxes Disclosure: Schedule of Effective HTML 44K
Income Tax Rate Reconciliation (Details)
80: R63 Income Taxes Disclosure: Schedule of Deferred Tax HTML 33K
Assets and Liabilities (Details)
81: R64 Income Taxes Disclosure (Details) HTML 30K
82: R65 Subsequent Event Disclosure (Details) HTML 32K
84: XML IDEA XML File -- Filing Summary XML 154K
83: EXCEL IDEA Workbook of Financial Reports XLSX 63K
12: EX-101.INS XBRL Instance -- cmxc-20180531 XML 634K
14: EX-101.CAL XBRL Calculations -- cmxc-20180531_cal XML 50K
15: EX-101.DEF XBRL Definitions -- cmxc-20180531_def XML 247K
16: EX-101.LAB XBRL Labels -- cmxc-20180531_lab XML 484K
17: EX-101.PRE XBRL Presentations -- cmxc-20180531_pre XML 453K
13: EX-101.SCH XBRL Schema -- cmxc-20180531 XSD 143K
85: ZIP XBRL Zipped Folder -- 0001393905-18-000275-xbrl Zip 69K
| ex-10.47 |
Intellectual Property Royalty Agreement
THIS ROYALTY AGREEMENT, effective as of September 6, 2018 is between Cell MedX Corp. including any of its subsidiaries (“Cell MedX”) and Brek Technologies Inc. (“Brek”)
Background
A.
Cell MedX is the owner and developer of eBalance microcurrent devices intended for therapeutic purposes. It intends to distribute its eBalance devices through distributors, sales reps and or the Company..
B.
Cell MedX’s first devices were built under contract in Europe. The contractor failed and refused to deliver the devices, technology and data that were specified in the contract for which Cell MedX had paid the contractor.
C.
Brek undertook to develop the technology and a mother board and delivered source code for both firmware and software to Cell MedX. Cell MedX used this intellectual property to manufacture its first beta device in Canada..
D.
As a result, Cell MedX agreed to pay a royalty to Brek.
IN CONSIDERATION of the background recitals and $1 and other valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree that:
Definitions
1.
In this agreement:
(a)
Brek means Brek Technologies Inc., a British Columbia company.
(b)
CAD means Canadian dollars.
(c)
Company means Cell MedX Corp., a Nevada Compnay and any of its subsidiaries.
(d)
Device includes any eBalance or other microcurrent device that the Company develops or manufactures (either directly or by contract with any firm anywhere in the world) for any purpose that contains any of the Intellectual Property of the ebalance device V1.1 manufactured in Canada.
(e)
Distributor includes any person (including a partnership, company, corporation, or any other form of business organization or relationship) that the Company (or any of its subsidiaries) distributes Devices to..
(f)
Intellectual Property includes technology, mother board and source code for both firmware and software.
(g)
Royalty means the equivalent of 350USD for each Device sold, licensed or distributed in anyway; except in Canada, in which case the Royalty is equal to 350CAD.
(h)
USD means United States dollars.
2
Exhibits
2.
The following are attached as exhibits to this agreement:
(a)
Exhibit A: Bill of Sale
Royalty
3.
The Company will pay the Royalty to Brek in USD ; except in the case of Devices distributed in Canada , the Royalty will be paid in CAD.
4.
The Company will pay the Royalty to Brek on the 30th day of the month following the month in which the Company distributed the Device; and will deliver by email at the same time a statement with the details of the Royalty calculations.[1]
5.
The Company does not intend to sell Devices. It intends to license or lease them to Distributors. If the Company at any time sells or otherwise disposes of a Device to a Distributor or any other person, then these devices are also part of the Royalty.
6.
Brek may audit any statement that the Company delivers under paragraph 4.
(a)
To exercise the audit right, Brek must give written notice of its intention to audit to the Company by the end of the month following the month in which it received the statement.
(b)
Brek may appoint any person to attend the audit personally-or send an accountant to perform the audit or attend with an account-during normal business hours at the offices of the Company in Vancouver BC, or wherever else the Company maintains the relevant accounting records.
(c)
If the audit discloses any discrepancy in the calculation of the Royalty paid to Brek that has resulted in Brek receiving less than the Royalty due, then the Company will pay the difference to Brek within 10 days.
(d)
If the audit discloses a discrepancy between the Royalty paid to Brek that is equal to or greater than a total of 25,000USD, then the Company is liable for the costs of the audit and will reimburse Brek for its costs of the audit within 30 days of its receipt of a statement from Brek that includes invoices, receipts or other evidence of its costs.
7.
Brek may assign its right to the Royalty to other parties without the consent of the Company. Brek must inform the Company of any assignment; and the Company will thereafter pay the Royalty in the portions and to the parties whom Brek designates in writing. Any assignment includes all of Brek’s rights described in paragraphs 3 to 6 above and paragraphs 8 and 10 below.
_________________
[1] To determine the equivalent of 350USD, the Company will rely on the exchange rate published by [source] on [date].
3
Default
8.
Brek may declare that the Company is in default under this agreement if
(a)
(i)
fails to perform any of its obligations under this agreement,
(ii)
becomes insolvent or the subject of any insolvency proceeding, or
(iii)
is dissolved or liquidated, or
(b)
a receiver is appointed for any reason to take control of the Company’s assets.
9.
To declare default, Brek must deliver to the Company a notice of default setting out the grounds for the declaration of default.
10.
If the Company is in default under paragraph 8 above, then Brek is exclusively entitled to the Intellectual Property; and the Company will immediately deliver all of its rights and interests in the Intellectual Property and all improvements, versions, new technology and other enhancements that the Company has incorporated into Devices.
Representations and Warranties
11.
The Company represents and warrants that:
(a)
It is duly formed under the laws of Nevada and has the right and authority to make this agreement.
(b)
Its directors have approved this agreement.
(c)
It has entered no agreement with any party that conflicts or could conflict with this agreement.
(d)
It has received from Brek all of the Intellectual Property that is the subject of this agreement.
12.
Brek represents and warrants that:
(a)
It is duly formed under the laws of British Columbia and has the right and authority to make this agreement.
(b)
Its directors have approved this agreement.
(c)
It has entered no agreement with any party that conflicts or could conflict with this agreement and is not aware of any claims that have been or could be made to interfere with its ability to transfer the Intellectual Property and complete this agreement.
Other terms
13.
Time is of the essence of this agreement and of any amendment to it.
14.
If either party must perform under this agreement on a day that is not a business day in Vancouver BC, then the party must perform on the next business day in Vancouver BC.
4
15.
Notice
(a)
Any notice that must be given under this agreement must be in writing and delivered by hand or overnight courier or transmitted by fax or email to the following address, email address or fax number:
(i)
To Brek at:
| Address: | #820 - 1130 West Pender Street, Vancouver, B.C. V6E 4A4 |
| Email: | |
| Fax: | 604-648-0517 |
(ii)
To the Company at:
| Address: | #820 - 1130 West Pender Street, Vancouver, B.C. V6E 4A4 |
| Email: | |
| Fax: | 604-648-0517 |
(b)
Notice is deemed to have been received when it is delivered or transmitted if it is delivered or transmitted during normal business hours in Vancouver BC, or on the next business day if it is delivered or transmitted outside of normal business hours.
16.
This agreement is the entire agreement between the parties; and its terms may be waived or amended only in writing and signed by the parties. No waiver or amendment of any term operates to waive or amend any other term.
17.
This agreement does not create a partnership or joint venture or any other kind of business association between the parties and neither party has the power to bind the other in any way other than as set out in this agreement.
18.
The Company may form subsidiary business organizations in any jurisdiction to hold agreements with Distributors covering the distribution territories. The terms and conditions of this agreement are deemed to be between Brek and any subsidiary of the Company that enters an agreement with a Distributor that results in the distribution of a Device.
19.
Neither party may assign its interest in this agreement without the other party’s written consent, which cannot be withheld unreasonably; except that Brek may assign the Royalty rights under this agreement to third parties without written consent.
20.
This agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns.
21.
Each party participated in the drafting of this agreement; and no presumption that either party or any other party drafted it applies in any interpretation, construction, or enforcement of this agreement.
5
22.
This agreement must be construed in accordance only with the laws of British Columbia and the jurisdiction of the courts of British Columbia.
23.
No finding by a court of competent jurisdiction that any provision of this agreement is invalid, illegal, or otherwise unenforceable operates to impair or affect the remaining provisions which remain effective and enforceable.
24.
This agreement may be signed in counterparts and delivered to the parties by any means; and the counterparts together are deemed to be one original document.
THE PARTIES’ SIGNATURES below are evidence of their agreement to the foregoing.
| Cell MedX Corp. /s/ Brad Hargreaves Brad Hargreaves, V.P. Technology and Operations | Brek Technologies Inc. /s/ John da Costa John da Costa, President |
6
Exhibit A
Bill of Sale
Firmware
Software
Schematics
Gerber Files
Motherboard Bill of Material
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/13/18 | |||
| 9/6/18 | ||||
| For Period end: | 5/31/18 | NT 10-K | ||
| List all Filings | ||||