MyDx Inc. (fka MYDX)

[My2b]

MightyX I Agree As you said Quote:
"Again, research into this is only useful for personal interest and does not effect what the company is already doing or what it already is planning on doing"

I have personal interest as a shareholder. My research says I Do Not Think Phase 1 of deal is completed... IMO looks like they are selling the licensed AquaDx and OrganaDx test kits from ANP Technologies to get a start until MYDX AeroDx AquaDx OrganaDx units are available and they can then integrate the MYDX units onto there site.
I see there are working links on the site that could be bringing in good revenues in 2017 for these test kits. And in due time With MYDX AeroDx and AquaDx units first if plausible... Problem with any of this? I do not see one.. MyDx Just looking to Do Mega future Sales in China
Cha Ching!

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http://www.chinasciencetech.com

Marketing and Advertising Advisory Services Agreement

On April 5, 2016, the Company entered into a Marketing and Advertising Advisory Services Agreement (the “Agreement”) with Growth Point Advisors, Ltd. (“Growth Point”) for Growth Point to provide a comprehensive marketing, advertising and branding campaign for the Greater China Region on behalf of the Company’s MyDx AquaDx sensor. The campaign shall include, but not be limited to, the development of both the front and back-end of an e-commerce web site targeting the Chinese audience as well as introductions to potential key personnel to launch and manage the campaign.
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China webSite started with “ANP” AquaDx Then added “ANP” OrganaDx With the contract below..

Resale Licensing Agreement

On October 4, 2016, the Company executed a Resale Licensing Agreement with ANP Technologies, Inc. (“ANP”) (the “Agreement”) that outlines the terms and conditions for a One-Time, Non-Exclusive Resale License to MyDx, Inc. for the sale of ANP’s ACE-III-C pesticide and toxic heavy metal Lateral Flow Assay detection test under MyDx, Inc.’s brand. The Agreement provides for the purchase and resale of 10,000 units as part of a Phase I validation of the product’s merchantability.

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https://www.sec.gov/Archives/edgar/data/1582341/000121390016018918/f10q0916ex10i_mydxinc.htm

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This DISTRIBUTION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of September 2016, by and between Powerfull Holdings, Ltd., a company operating under the charter of the People’s Republic of China, with its principal place of business located at 1209 Block A, Focal Industrial Centre, 21 Man Lok Street, Kowloon Hong Kong ("Licensee"), and MyDx, Inc., a Nevada Corporation, with its principal place of business located at 6335 Ferris Square Suite B, San Diego, CA 92121 ("Licensor"). Powerfull Holdings and Licensor are sometimes referred to herein individually as the “Party” or collectively as the “Parties.”

RECITALS

A. WHEREAS, Licensor is a manufacturer of certain chemical sensors and analyzers ("Licensor’s Products") and a Licensor of its patented chemical analysis technology (“Licensor’s Licenses”).

B. WHEREAS, Licensee has the capability and resources to incorporate, manufacture, promote, market, and sell Licensor’s Products and Licensor’s Licenses as Licensee products.

C. WHEREAS, The Parties intend there to be two phases of this Agreement. Further, the Parties agree that at the completion of Phase One, as defined herein, the Parties shall jointly review the results of the activities of Phase One and if the results are satisfactory and the concept has been proven, the Parties will immediately move forward with Phase Two, as defined herein, of this Agreement.

D. WHEREAS, The Parties intend that during the Term of this Agreement, as defined herein, upon Phase One producing satisfactory results and proof of concept, Licensee will, immediately and without further action by the Parties, be appointed as an authorized dealer of Licensor Products with the exclusive right to package and distribute them to the Licensee Application Market (as defined in Section 1.1), and with a non-exclusive right to package and distribute them to any other Testing Market (as defined in Section 1.2). In addition, Licensee will have the right to incorporate Licensor Products into existing or future Licensee designed and manufactured products. Any exclusive rights provided shall not impede on Licensor’s ability to sell Licensor products directly to consumers in markets included in the Licensee Applications Markets.


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NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS.

Whenever the following terms appear in this Agreement they shall have the indicated meanings.

1.1 LICENSEE APPLICATION MARKET. The Licensee Application Market shall be defined as any consumer testing application in the territory requiring the detection of Compounds of Interest, as defined below, that may be found in food (OrganaDx), water (AquaDx) or air (AeroDx), without limitation to type or size or location. The current territory is the People’s Republic of China, including but not restricted to manufacturers, distributors, consumers, and regulators in that territory. During Phase One of the Agreement, the Licensee’s Application Market shall remain non-exclusive to the Licensee.

1.2 OTHER TESTING MARKET. Other Testing Market shall be defined as any market in which any application may require the detection of compounds of interest by consumers, without limitation to type, size or location.

1.3 COMPOUNDS OF INTEREST. Compounds of Interest include pesticides and heavy metals or volatile organic compounds any other compounds that may be mutually agreed upon, by the Parties hereto, in writing.

1.4 LICENSOR’S PRODUCTS. The Licensor’s Products includes the MyDx Sensor and the MyDx Analyzer, an automated and portable electronic device and associated software and algorithms that can be used for the simultaneous extraction, separation, detection and reporting of compounds of interest that can be extracted from any sample and exposed to sensors for detection and analysis.

1.5 MyDx SENSOR. The MyDx Sensor is a proprietary, highly sensitive, disposable proprietary formulated assay that is capable of detecting compounds of interest.

1.6 LICENSEE’S PRODUCTS. Specifically as it relates to this Agreement, Licensee’s products include software, hardware, sensor, and disposable products that can be used with Licensor’s products to detect compounds of interest for the Licensee’s Application Markets.

1.7 NET SALES PRICE. The Net Sales Price shall be the actual sales price of the product net of taxes, freight for shipment from Licensee, actual discounts, and returns.

2. TERM. Subject to the Termination provisions in Section 7, the term of this Agreement shall consist of the following:

2.1 PHASE ONE. Phase One (“Phase One”) shall commence as of the date hereof and shall continue until the completion of the activities of the validation of the merchantability of Licensor products to the Licensee Application markets.

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However, should the Parties determine that the results of the activities of Phase One were not satisfactory to both parties, this Agreement shall terminate pursuant to Section 7.2(b). This Agreement shall not be deemed “material” for the purpose of regulatory reporting and no disclosure of this Agreement shall be made until the completion of Phase One.

2.2 PHASE TWO. Upon the completion of Phase One and Phase One producing satisfactory results as agreed upon by both parties, Phase Two (“Phase Two”) shall immediately, without further action by the Parties, commence and shall continue for an initial term of five (5) years (the “Term”). At the conclusion of the Term of this Agreement, the Agreement shall automatically renew for additional three (3) year term(s), unless and until either Party has given the other Party notice of its intent not to renew for the next term. This notice must be given at least four (4) months in advance of the termination.

3. APPOINTMENT. Subject to the terms and conditions of this Agreement and upon Phase One producing satisfactory results and proof of concept, during the Term Licensee shall be appointed the exclusive authorized dealer and distributor of the Licensor Products for all sales to the Licensee Application Market in the People’s Republic of China ("Exclusive Territory") pursuant to such manner described in Section 4.2(b). In addition, Licensee shall be appointed, for the same term, a nonexclusive authorized dealer and distributor of Licensor Products in Other Testing Markets.

4. CONSIDERATION.

4.1 PHASE ONE. Licensee will pay Licensor a minimum of $45,000.00 as a Licensing and Technology Transfer Fee per application (AquaDxTM, OrganaDxTM, AeroDxTM). These fees shall be credited towards Phase Two mandatory minimum payments. Licensee will pay within 10 business days of presentation of invoices from Licensor.

4.2 PHASE TWO.

(a) PAYMENT. Licensee will pay Licensor a either a mandatory minimum payment of $125,000 a quarter or 20% of quarterly gross sales, whichever is higher, for all Products sold by Licensee, its sub-licensees, subcontractors or distributors. All Phase Two payments shall be made to Hong Kong-based MyDx Asia, Ltd., a wholly-owned subsidiary of MyDx, Inc.

Licensor shall issue to Licensee a total of 10,000,000 Shares of Licensor’s common stock per the terms below. Licensor shall also issue to Licensee incentive-based warrants should Licensee exceed the mandatory minimum royalty payments. The payment schedule of both the common stock and warrants are as follows:

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Upon execution of this Agreement, 10 million shares of MyDx, Inc. common stock, which trades under the stock symbol “MYDX” in the U.S. stock market, shall be issued to Licensee. However, until Licensee meets its mandatory minimum royalty payment of at least $500,000, the stock shall be held in an escrow account to be mutually agreed upon by both Parties. Such common stock shall be cancelled in the event of Licensee’s failure to meet its mandatory minimum royalty payment of at least $500,000 and the termination of this Agreement.

Should Licensee generate a minimum of $500,000 in royalty payments in less than the following 12 months, Licensee shall receive 500,000 warrants to purchase Licensor’s common stock at an exercise price of $0.50 per share, exercisable for 5 years from the date of issuance.

Should Licensee generate a minimum of $1,000,000 in royalty payments in less than the following 12 months, Licensee shall receive 1,000,000 warrants to purchase Licensor’s common stock at an exercise price of $1.00 per share, exercisable for 5 years from the date of issuance.

Should Licensee generate a minimum of $2,000,000 in royalty payments in less than the following 12 months, Licensee shall receive 2,000,000 warrants to purchase Licensor’s common stock at an exercise price of $2.00 per share, exercisable for 5 years from the date of issuance.

Should Licensee generate a minimum of $5,000,000 in royalty payments in less than the following 24 months, Licensee shall receive 5,000,000 warrants to purchase Licensor’s common stock at an exercise price of $5.00 per share, exercisable for 5 years from the date of issuance.

If Licensee fails to purchase the minimum number in any period it will have a four (4) month period within which to cure any shortfall. Licensor shall have the right to audit Licensee’s sales records and financial reporting every six (6) months.

If Licensee does not cure any shortfall within the four (4) month cure period referenced above, Licensor may, at its sole discretion with written notice to Licensee, cancel Licensee’s exclusivity with respect to the Licensee Application Market and allow Licensee to continue as a distributor on a non-exclusive basis. In the event Licensee's distribution rights to Licensor Products are reduced to non-exclusive under the terms of this Section 4.2(b), Licensor shall be entitled to work with other market partners to develop, manufacture and sell Licensor Products to the Licensee Application Market. This Agreement in no way gives Licensor a license to use any proprietary technology owned by Licensee.

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NON-EXCLUSIVITY. It is understood that this Agreement shall remain nonexclusive until Licensee meets certain financial requirements. It is understood that during the period of non-exclusivity in the Licensee Application Market, Licensee may sub-license its right to manufacture and distribute Licensor’s Products, subject to stringent oversight and responsibility by Licensee, and that Licensor may also sell, authorize or permit any other party to sell, any of Licensor’s Products to an end customer for use in the Licensee Application Market.

In order to gain exclusivity, Licensee must meet its first year of royalty payments of either a mandatory minimum payment of $125,000 a quarter or 20% of quarterly gross sales, whichever is higher.

(b) Licensor shall supply Licensee with the final and most important component required to complete the manufacturing process of the Licensor’s Sensors through a factory located in Guangzhou, China. Once fully manufactured and packaged, the Licensee is responsible for the advertising, marketing, sales and distribution of Licensor’s sensors across the Licensee’s Application Market.

ETC ETC............ Still Holding My Millions of MYDX Shares Long!!