CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED

MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

THIS LICENSE AGREEMENT (this Agreement ) is made this 19th day of November, 2015 (the Effective Date ) between CyDex Pharmaceuticals, Inc., a Delaware corporation ( CyDex ), and Vireo Health, LLC, a Minnesota limited

liability company ( Company ).

WHEREAS, CyDex is engaged in the business of developing and commercializing novel drug delivery

technologies designed to enhance the solubility and effectiveness of existing and development-stage drugs;

WHEREAS, CyDex is the exclusive worldwide supplier of Captisol , a patented drug formulation system designed to enhance the solubility and stability of drugs;

WHEREAS, Company desire to obtain an exclusive worldwide license to use the Captisol patented drug formulation system in connection with its development and commercialization of one or more Licensed Products (defined below) and CyDex is willing to grant such an exclusive license

to Company under the terms and conditions set forth herein;

WHEREAS, CyDex desires to sell Captisol sulfobutylether (beta) cyclodextrin, sodium salt to Company, and Company desires to purchase Captisol sulfobutylether

(beta) cyclodextrin, sodium salt from CyDex, in accordance with the terms and conditions of that certain Supply Agreement between the parties of even date herewith (the Supply Agreement ); and

NOW, THEREFORE, in consideration of the following mutual promises and other good and

valuable consideration, the receipt and sufficiency of which are acknowledged, the parties, intending to be legally bound (and hereby expressly waiving any defense to the validity or enforceability of this Agreement based on the purpose or subject

matter of this Agreement), agree as follows:

For the purposes of this Agreement, the following terms

shall have the meanings as defined below:

Added Eligible Country means a country which as of the Effective Date is not

an Eligible Country but which thereafter becomes an Eligible Country, and which thereafter Company or one of its Affiliates exercises its option hereunder to cause it to be added to the Territory as an Added Eligible Country.

Added Eligible Federated State means a federated state (within a non-United States country) which as of the Effective Date

is not an Eligible Federated State but which thereafter becomes an Eligible Federated State, and which thereafter Company or one of its Affiliates exercises its option hereunder to cause it to be added to the Territory as an Added Eligible Federated

Added Eligible State means a state within the United States which as of the

Effective Date is not an Eligible State but which thereafter becomes an Eligible State, and which thereafter Company or one of its Affiliates exercises its option hereunder to cause to be added to the Territory as an Added Eligible State.

Adverse Event means any undesirable medical occurrence in an animal or human patient or clinical investigation subject

administered Captisol or a Licensed Product (whether or not necessarily having a causal relationship with Captisol or a Licensed Product).

Affiliate means, with respect to any party, any entity controlling, controlled by, or under common control with such party,

during and for such time as such control exists. For these purposes, control shall refer to the ownership, directly or indirectly, of at least 50% of the voting securities or other ownership interest of the relevant entity or having the

actual power, either directly or indirectly through one or more intermediaries, to direct the management and policies of the relevant entity (e.g., by contract or otherwise).

Captisol means sulfobutylether (beta) cyclodextrin, sodium salt. CyDex supplies a uniquely modified form of such

material under the Captisol brand. For avoidance of doubt: the uniquely modified form of such material supplied by CyDex under the

Captisol brand shall be deemed to be included among the products which are within the defined term Captisol.

Captisol Data Package means (a) all toxicology/safety and other relevant scientific safety data owned, licensed or

developed by CyDex and its Affiliates relating to Captisol; (b) all toxicology/safety and other relevant scientific data owned, licensed or developed by the licensees or sublicensees of CyDex or its Affiliates or other Third Parties (to the

extent permitted in the applicable license or other agreements between CyDex and/or its Affiliates and such licensees, sublicensees or other Third Parties); and (c) the open portion of the DMF for Captisol , in each case to the extent relating to Captisol alone (and not in conjunction with a product formulation).

Captisol Improvement means any technology or improvement related to Captisol, including without limitation any method of

combining or formulating Captisol with an active compound, whether or not patentable, that is developed by Company or its Affiliates or Sublicensees, solely or jointly with a Third Party. For the avoidance of doubt, Captisol Improvement shall not

include a (a) a Licensed Product, (b) any method of combining or formulating Captisol to formulate a Licensed Product (as opposed to active compounds generally) or (c) any resulting product developed from the direct or indirect

combining of Captisol with a product containing cannabis.

Claim has the meaning specified in Section 10.1.

Company Indemnitees has the meaning specified in Section 10.1.

Competing Product means any product, not covered by any license granted hereunder, that incorporates a Compound as an

active pharmaceutical ingredient prepared or combined with or formulated using Captisol as a solubilizing agent for ultimate use in humans or animals within the Field.

Compound means natural or synthetic cannabis, cannabis extracts, or isolates therefrom.

Confidential Information has the meaning specified in Section 8.1.

Contract Manufacturer has the meaning specified in Section 2.4.

CyDex Indemnitees has the meaning specified in Section 10.2.

Disclosing Party has the meaning specified in Section 8.1.

Discovery has the meaning specified in Section 12.1(b).

DMF means a Drug Master File for Captisol , as filed as of the

Effective Date, or as hereafter updated from time to time during the Term, by CyDex with the FDA.

means a country in which the Company or one of its Affiliates has a valid countrywide license, certification or approval to produce and/or dispense cannabis included or derived medicine. In no way limiting the forgoing, in the event that

(a) Company receives FDA approval to market one or more Licensed Products as a drug or a botanical drug or (ii) the United States federal government reclassifies cannabis and/or cannabis derived products such that their manufacture,

distribution and or possession with intent to distribute are no longer illegal under United States federal law, then the United States shall become an Eligible Country.

Eligible Federated State means a federated state (within a non-United States country which as of the Effective Date is not

an Eligible Country) in which Company or one of its Affiliates has a valid federated-state license, certification or approval to produce and/or dispense cannabis included or derived medicine. For avoidance of doubt: federated state

includes provinces, cantons, territories, etc., as the case and the nomenclature may be.

Eligible State means a state

within the United States (including the District of Columbia, Puerto Rico and Guam) in which Company or one of its Affiliates has a valid state or territory license, certification or approval to produce and/or dispense cannabis included or derived

medicine. In the event that the US federal government reclassifies cannabis and/or cannabis derived products such that their manufacture, distribution and possession with intent to distribute are no longer illegal under US federal law, all US states

which do not prohibit their manufacture, distribution and possession with intent to distribute under state law will be deemed to be Eligible States. In the event that Company or one of its Affiliates receives FDA approval to market one or more

Licensed Products as a drug or a botanical drug, all US states (including the District of Columbia, Puerto Rico and Guam) will be deemed to be Eligible States.

Excepted Liabilities has the meaning specified in Section 11.

FDA means the United States Food and Drug Administration, or any successor thereto.

Field means the entire field of prevention, diagnosis and treatment of all human and animal diseases and disorders with the

exceptions of: [***].

First Commercial Sale means, with respect to a Licensed Product, the first

commercial transfer or disposition for cash (or other) consideration of the Licensed Product in the Territory to a Third Party (other than to a governmental regulatory entity or in connection with a Study or other R&D effort) by Company, an

Affiliate of Company or a Sublicensee of Company. For the sake of clarity, if a First Commercial Sale occurs at the Company level and is later made for the same Licensed Product by an Affiliate or Sublicensee of the Company or if a First Commercial

Sale occurs at the Company Affiliate or Sublicensee level and is later made for the same Licensed Product by the Company, then only one First Commercial Sale will be deemed to have occurred and be due and payable.

Generic Supply has the meaning specified in Section 4.1(c)(i) for the applicable Licensed Product type.

Indemnified Party has the meaning specified in Section 10.4.

Indemnifying Party has the meaning specified in Section 10.4.

Indication means a generally acknowledged disease or condition, a significant manifestation of a disease or condition, or

symptoms associated with a disease or condition or a risk for a disease or condition, which a Licensed Product is actually intended to address or is in any manner marketed by Company or its Affiliates or Sublicensees to address.

Initial Eligible Country means a country which as of the Effective Date is an Eligible Country. Company represents to CyDex

that there are no Initial Eligible Countries.

Initial Eligible Federated State means a federated state (within a

non-United States country which as of the Effective Date is not an Eligible Country) which as of the Effective Date is an Eligible Federated State. Company represents to CyDex that there are no Initial Eligible Federated States.

Initial Eligible State means a state of the United States which as of the Effective Date is an Eligible State. Company

represents to CyDex that Minnesota and New York are the Initial Eligible States.

Know-How means all scientific and

technical information and knowhow, trade secrets, data and technology, including inventions (whether patentable or not), discoveries, trade secrets, specifications, instructions, processes, formulae, materials, expertise and other technology

applicable to compounds, formulations, compositions or products or to their manufacture, development, registration, use or commercialization or methods of assaying or testing them or processes for their manufacture, formulations containing them,

compositions incorporating or comprising them and including all biological, chemical, pharmacological, biochemical, toxicological, pharmaceutical, physical and analytical, safety, quality control, manufacturing, preclinical and clinical data,

instructions, processes, formulae, expertise and information, regulatory filings and copies thereof, that relate to or are directed to Captisol or its manufacture and/or use. Notwithstanding the foregoing, the defined term Know-How (and derivative

defined terms thereof) shall not include Licensed Patents or inventions claimed thereby, nor any portion of the DMF not within the definition of Captisol Data Package.

Licensed Intellectual Property means the Licensed Patents and the Licensed

Licensed Know-How Rights means, collectively, all trade secret and Know-How rights of CyDex which

relate to the preparation, combination and/or formulation of a Compound with Captisol, including proprietary and confidential information contained in the Captisol Data Package.

Licensed Patents means all worldwide patents and patent applications which cover Captisol or any Licensed Product and which

now or at any time during the Term are owned by or licensed to CyDex or any CyDex Affiliate with the right to sublicense, including any and all extensions, renewals, continuations, substitutions, continuations-in-part, divisionals,

patents-of-addition, reissues, reexaminations and/or supplementary protection certificates to any such patents, including those set forth in Exhibit A attached hereto.

Licensed Product means a pharmaceutical composition in and for the Field made, had made (pursuant to

Section 2.4), used, sold, marketed, offered for sale, imported or otherwise commercially exploited by Company or its Affiliates or Sublicensees (which satisfies both (a) and (b)) that (a) includes the Compound as the sole

active pharmaceutical ingredient and (b) is prepared or combined with or formulated using Captisol.

the meaning specified in Section 10.1.

Net Sales means, with respect to a particular time period, the

total gross amounts invoiced by Company (including a Company Affiliate) or any Sublicensee thereof to unrelated Third Parties, excluding to any Sublicensee, for Licensed Products in or for use in the Territory, less the following deductions to the

extent actually allowed or incurred with respect to such sales:

a. Trade, cash, quantity and similar discounts;

b. Discounts, refunds, rebates actually taken, chargebacks, retroactive price adjustments, and any other allowances which effectively reduce