Exhibit
10.9


 


CONSULTANCY
AGREEMENT


 


THIS
CONSULTANCY AGREEMENT is dated July 15, 2020


 


BETWEEN:


 


	(1)	Traxeus
    Pharma Services Limited a company registered in England with a registered office at 85 Great Portland Street, London W1W 7LT (“TRAXEUS”);
    and
	 	 
	(2)	Anebulo
    Pharmaceuticals Inc a company registered in Deleware, USA and having a place of business at 1415 Ranch Road 620 South, Suite 201
    Lakeway, Texas 78734 (“ANEBULO”).


 


	1.	Definition


 


In
this agreement the following terms and phrases shall have the following meaning unless the context otherwise requires:


 


Agreement:
the terms and conditions of this Master Services Agreement and each signed Work Schedule. Each Work Schedule shall be in substantially
similar form to the template that is attached.


 


Confidential
Information: Has the meaning ascribed to it in the confidentiality agreement executed between the parties on March 2, 2020.


 


Deliverables:
deliverables specified in a Statement of Work.


 


Force
Majeure Event: an event or set of circumstances beyond the reasonable control of a Party including without limitation any form of
Government intervention, strikes, lockouts, severe weather, fire, explosion, flood, lightning, act of terrorism, riot, failure of telecommunication
links, war or Act of God.


 


Intellectual
Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade,
business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights,
rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information
(including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and
including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection
in any part of the world.


 


Parties:
TRAXEUS and ANEBULO and “Party” means either one of them.


 


Reference
Material: all documents, information and materials provided by or on behalf of ANEBULO to TRAXEUS.


 


Services:
services to be provided by TRAXEUS as specified in a Work Schedule.


 


Work
Schedule: the schedule attached or any subsequent schedule agreed between the parties from time to time and which refers to this
Agreement.


 


TRAXEUS
Methodology: know-how, ideas, concepts, methods and techniques which TRAXEUS alone supplies and which have been generated independently
of any Services or Deliverables together with any improvements thereto that may be developed during the provision of the Services but
which do not rely upon any Confidential Information of ANEBULO.


 




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CONSULTANCY
AGREEMENT


 


	2.	Agreement
                                            and Work Schedules



 


	2.1.	This
                                            Agreement will take effect on the date first set out above and will continue in force until
                                            terminated by either party in accordance with clause 11.



 


	2.2.	At
                                            ANEBULO’s request, TRAXEUS will prepare Work Schedules, which with any amendments will
                                            be signed by ANEBULO and TRAXEUS and will form part of this Agreement. Any reference to this
                                            Agreement includes signed Work Schedules.



 


	2.3.	Entering
                                            into this Agreement does not oblige ANEBULO to offer any work to TRAXEUS nor for TRAXEUS
                                            to provide or ANEBULO to accept or pay for any particular services. Neither party wishes
                                            to create or imply any mutuality of obligation between themselves either in the course of
                                            or between any performance of the Services or during any notice period.



 


	2.4.	This
                                            Agreement is not exclusive and ANEBULO acknowledges that TRAXEUS enters into this Agreement
                                            in the course of its business of providing services to its customers. TRAXEUS is and remains
                                            at liberty to also provide services to third parties provided those third parties are not
                                            directly competitive to ANEBULO e.g. another company developing drugs antagonizing the cannabinoid
                                            receptor. ANEBULO is and remains at liberty to engage services (including similar services)
                                            from third parties. TRAXEUS reserves the right to decline to provide any advice and assistance
                                            outside the scope of the Services agreed between the parties, even if TRAXEUS may have provided
                                            such additional advice and assistance before.



 


	3.	TRAXEUS
                                            Responsibilities



 


	3.1.	TRAXEUS
                                            will perform the Services with reasonable skill and care, in a diligent manner and in accordance
                                            with the applicable Work Schedules.



 


	3.2.	TRAXEUS
                                            will endeavour to be responsive to ANEBULO requests and to complete the Services and Deliverables
                                            in line with ANEBULO’s reasonably requested formats and specifications and any laws,
                                            regulations and guidelines specified in the Work Schedules.



 


	3.3.	If
                                            TRAXEUS’s performance of its obligations under this Agreement is prevented or delayed
                                            by any act or omission of ANEBULO or ANEBULO’s agents, subcontractors, consultants
                                            or employees, ANEBULO will bear any and all costs, charges or losses sustained or incurred
                                            as a result.



 


	4.	ANEBULO
                                            Responsibilities



 


	4.1.	ANEBULO
                                            will provide TRAXEUS with copies of Reference Materials TRAXEUS reasonably requires to complete
                                            the Services and Deliverables.



 


	4.2.	Where
                                            ANEBULO’s approval of TRAXEUS’s work or tasks is required before TRAXEUS can
                                            proceed with the next stage of a project or task or in order for TRAXEUS to complete the
                                            Services or Deliverables, ANEBULO will act diligently and in good faith in doing so.



 


	5.	Fees
                                            and Payments



 


	5.1.	ANEBULO
                                            will pay for Services and Deliverables as described in the applicable Statement of Work and
                                            reimburse TRAXEUS for any expenses, such as travel and other expenses, as are reasonable,
                                            necessary, and relate directly to an agreed Deliverable. All expenses in excess of $100 will
                                            be agreed in advance with ANEBULO. Invoices will be issued on completion of a Deliverable
                                            and will include any relevant receipts.



 


	5.2.	ANEBULO
                                            will pay each invoice in full within 30 days of the invoice date and time for payment will
                                            be of the essence of this Agreement.



 








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CONSULTANCY
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	5.3.	TRAXEUS
                                            will keep records of time devoted to providing Services and Deliverables. At ANEBULO’s
                                            reasonable request, TRAXEUS will provide copies of documentation to support time and expenses
                                            incurred.



 


	5.4.	If
                                            ANEBULO fails to pay TRAXEUS on the due date for payment, without prejudice to any other
                                            rights and remedies TRAXEUS may have, TRAXEUS may:



 


		(a)	suspend
                                            provision of all or part of the Services and Deliverables under any Statement of Work, until
                                            payment has been made in full; and



		(b)	claim
                                            interest under the Late Payment of Commercial Debts (Interest) Act 1998 and ANEBULO will
                                            pay the interest immediately on demand.



 


	5.5.	If
                                            and when this Agreement or any Statement of Work is terminated, all sums payable to TRAXEUS
                                            for Services and Deliverables completed before that date and which are then outstanding,
                                            become immediately due and ANEBULO will pay them on demand.



 


	6.	Reference
                                            Materials



 


	6.1.	All
                                            Reference Materials will be and remain owned by ANEBULO and TRAXEUS will use all reasonable
                                            efforts to ensure the Reference Materials are not lost or damaged while in its possession
                                            or under its control.



 


	6.2.	If
                                            requested, TRAXEUS will return Reference Materials to ANEBULO upon completion of the Services
                                            and Deliverables or on termination of any Statement of Work or of this Agreement whichever
                                            shall be the earliest.



 


	6.3.	ANEBULO
                                            will indemnify TRAXEUS against any claim and reimburse TRAXEUS up to the amount of this contract
                                            ($100,550) for any loss, liability, expense or cost TRAXEUS must pay as a result of or arising
                                            from any claim by a third party that TRAXEUS’s use of Reference Materials and/or ANEBULO
                                            Confidential Information in accordance with the terms of this Agreement, infringes the rights
                                            including Intellectual Property Rights of a third party.



 


	7.	Deliverables



 


	7.1.	TRAXEUS
                                            shall keep detailed records of the Services provided and shall provide copies of such records
                                            to ANEBULO upon reasonable prior written notice.



 


	7.2.	In
                                            consideration of ANEBULO’s payment for the Services and Deliverables in full and cleared
                                            funds and subject always to clause 8 (TRAXEUS Methodology), TRAXEUS now assigns to ANEBULO
                                            (including by way of a present assignment of future copyright) all Intellectual Property
                                            Rights in and to the Deliverables. TRAXEUS will at ANEBULO’s cost, execute all documents
                                            and do any acts reasonably requested by ANEBULO to give effect to this assignment of Intellectual
                                            Property Rights.



 


	7.3.	Subject
                                            to clause 7.2, all information, documents, data, inventions, discoveries and improvements
                                            deriving from the Deliverables or any compounds which are the subject of a Statement of Work,
                                            will remain and be owned by ANEBULO. TRAXEUS may keep a copy of the Deliverables for legal,
                                            regulatory and audit purposes only.
	 	 
	7.4	TRAXEUS
                                            warrants that to its best knowledge and belief use of the Deliverables by ANEBULO will not
                                            infringe the rights including Intellectual Property Rights of a third party.












 


	8.	TRAXEUS
                                            Methodology



 


	8.1.	All
                                            rights (including Intellectual Property Rights) in and to the TRAXEUS Methodology will remain
                                            and be owned by TRAXEUS.



 


	8.2.	ANEBULO
                                            may use the TRAXEUS Methodology solely to the extent reasonably necessary for ANEBULO to
                                            use, analyse or review the Deliverables, including in making submissions or other disclosures
                                            to government or regulatory authorities. For the avoidance of doubt, no royalty or other
                                            payments are due by ANEBULO in any case.



 




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CONSULTANCY
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	9.	Limitation
                                            of Liability



 


	9.1.	This
                                            clause sets out the entire financial liability of TRAXEUS to ANEBULO (including liability
                                            for the acts or omissions of its employees, agents, consultants and subcontractors) in respect
                                            of:



 


(a)
any breach of this Agreement including Work Schedules;


(b)
any use made by ANEBULO of the Deliverables; and


(c)
any representation, statement, act or omission (including negligence) arising out of or in connection with this Agreement.


 


	9.2.	Subject
                                            to clauses 9.3, 9.4, and 9.5, TRAXEUS’s total liability to ANEBULO in contract, tort
                                            (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise
                                            arising in connection with the performance or contemplated performance of this Agreement
                                            (including Work Schedules) will be limited to a sum equivalent to the fees paid by ANEBULO
                                            to TRAXEUS under the applicable Statement of Work.



 


	9.3.	All
                                            warranties, conditions and other terms implied by statute or common law are, to the fullest
                                            extent permitted by law, excluded from this Agreement.



 


	9.4.	TRAXEUS
                                            will not be liable for (i) loss of profits; or (ii) loss of business; or (iii) depletion
                                            of goodwill and/or similar losses; or (iv) loss of anticipated savings; or (v) loss of goods;
                                            or (vi) loss of contract; or (vii) loss of use; or (viii) loss or corruption of data or information;
                                            or (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges
                                            or expenses.



 


	9.5.	Nothing
                                            in this Agreement limits or excludes TRAXEUS’s liability for:



 


		(a)	death
                                            or personal injury resulting from negligence; or



		(b)	any
                                            damage or liability incurred by ANEBULO as a result of TRAXEUS’s fraud or fraudulent
                                            misrepresentation.



	 	(c)	gross negligence








 


	10.	Confidentiality



 


	10.1.	All
                                            Confidential Information will remain the sole and exclusive property of the Party disclosing
                                            it. Each Party agrees to use Confidential Information disclosed to it only for the purposes
                                            of this Agreement.



 


	10.2.	Each
                                            Party undertakes for a period of ten (10) years following the termination of this agreement
                                            to keep secret and treat as confidential and to ensure that its officers, employees and agents
                                            keep secret and treat as confidential, all Confidential Information supplied to it by the
                                            other Party under this Agreement.



 


	10.3.	The
                                            obligations in this Clause 10 will not extend to any information, procedures, systems, documentation
                                            or advice which the receiving Party can demonstrate:



 


		10.3.1.	is
                                            in the public domain or has ceased to be secret (otherwise than as a result of a breach of
                                            this Clause 10);



 


		10.3.2.	is
                                            required to be disclosed by law or by order of a Court of competent jurisdiction;



 


		10.3.3.	is,
                                            at the time of disclosure or use, already in the receiving Party’s possession free
                                            from any obligation of confidentiality or is subsequently acquired from a third party without
                                            obligation of confidentiality; or



 


		10.3.4.	has
                                            been disclosed under a written statement that it is not confidential.



 




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CONSULTANCY
AGREEMENT


 


	11.	Termination



 


	11.1.	Either
                                            Party may terminate this Agreement by giving the other Party at least sixty (60) days written
                                            notice.



 


	11.2.	ANEBULO
                                            shall be entitled to terminate any Statement of Work on providing TRAXEUS with at least thirty
                                            (30) days written notice



 


	11.3.	Either
                                            Party may terminate this Agreement by notice in writing to the other Party with immediate
                                            effect if:



 


		11.3.1.	the
                                            other Party commits a material breach of a material provision of this Agreement which is
                                            not capable of remedy or which if capable of remedy, is not remedied within 60 days of the
                                            defaulting Party receiving a written notice from the other Party, specifying the breach and
                                            requiring it to be remedied;



 


		11.3.2.	the
                                            other Party ceases to carry on business, becomes insolvent, has a receiver, administrative
                                            receiver or manager appointed over the whole or any part of its assets, enters into any composition
                                            with creditors generally, has a petition presented for the making of an administration order
                                            or has an order made or resolution passed for it to be wound up (otherwise than in furtherance
                                            of any scheme for amalgamation or reconstruction) or undergoes any similar or equivalent
                                            process in any jurisdiction; or



 


	11.4.	On
                                            termination of this Agreement or any Statement of Work ANEBULO will pay TRAXEUS those fees
                                            and expenses due for Services and Deliverables provided or irrevocably committed to before
                                            the date of termination in accordance with clause 5.4.



 


	12.	Events
                                            beyond our control



 


	12.1.	If
                                            either ANEBULO or TRAXEUS is prevented or hindered from carrying out any of its obligations
                                            under a Statement of Work by a Force Majeure Event then the performance of its obligations
                                            will be suspended for the duration of the Force Majeure Event and the Party affected will
                                            not be liable for any delay in the performance of its obligations, provided that if the Force
                                            Majeure Event lasts for more than 6 months, either Party may terminate the relevant Statement
                                            of Work by giving the other Party one month’s notice in writing.



 


	12.2.	If
                                            a Statement of Work is suspended or terminated under Clause 12.1, TRAXEUS will provide ANEBULO
                                            with a report of the Services and Deliverables completed under the Statement of Work before
                                            its suspension or termination, and ANEBULO will pay TRAXEUS the fees and expenses for the
                                            Services and Deliverables completed.



 


	13.	Entire
                                            Agreement



 


	13.1.	This
                                            Agreement is the entire agreement and understanding between ANEBULO and TRAXEUS concerning
                                            the subject matter of the Agreement and supersedes any and all other agreements or statements
                                            between ANEBULO and TRAXEUS. [For the avoidance of doubt disclosures made under the Confidentiality
                                            Agreement between the Parties of 02 March 2020 shall be governed by that agreement up to
                                            the date of execution of this Agreement and by the terms of this Agreement from that date
                                            forward]



 


	13.2.	Amendments
                                            to this Agreement (including Work Schedules) must be in writing and signed by authorised
                                            representatives of each Party.



 


	14.	Law
                                            and disputes



 


This
Agreement and any rights arising out of this Agreement will be governed by the Laws of England. Before either Party starts any court
proceedings in respect of a dispute, each agrees to discuss the matter in good faith with the other Party with a view to resolving it.
If the dispute is not resolved following good faith discussions between the Parties, and if so requested by either party with the assistance
of a mediator, the dispute will be referred to and dealt with as follows: if ANEBULO sues TRAXEUS, it will be in an English court and
if TRAXEUS sues Anebulo it will be in a Texas, USA court.


 




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CONSULTANCY
AGREEMENT


 


	15.	Notices



 


	15.1.	Any
                                            notice required to be given under this Agreement will be sufficiently given if sent to the
                                            address of the Party first written above by prepaid recorded delivery, registered post, fax
                                            or email and such notices will be deemed to have been received by the addressee 10 days after
                                            posting (if sent by post), on printed confirmation of successful transmission (if sent by
                                            fax) or one hour after transmission ( if sent by email).



 


	16.	Other
                                            terms



 


	16.1.	Clauses
                                            5, 6, 7, 8, 9, 10, 11.4, 12.2, 14, 15 and 16 will survive termination of this Agreement.



 


	16.2.	Either
                                            Party’s failure to exercise or enforce any right conferred upon it by this Agreement
                                            will not be deemed to be a waiver of such right or prevent the exercise or enforcement of
                                            that right in the future.



 


	16.3.	Nothing
                                            in this Agreement and no action taken by the Parties under this Agreement will constitute
                                            or be deemed to constitute a partnership between the Parties, or will constitute either Party
                                            as the agent, employee or representative of the other.



 


	16.4.	TRAXEUS
                                            shall be entitled to engage subcontractors to carry out any part of the Services but shall
                                            advise ANEBULO of the identity of any proposed subcontractor in advance and ANEBULO shall
                                            be entitled on reasonable and objective grounds to require that TRAXEUS use an alternative
                                            subcontractor.



 


	16.5.	Neither
                                            party shall use the name of the other in any marketing or publicity without the prior written
                                            consent of the other.



 


By
signing below the Parties agree to the terms and conditions of this Agreement as set out on this and the preceding five pages and in
the Schedule hereto.





 


	Authorised
    signatory for and on behalf of:	 	Authorised
    signatory for and on behalf of:
	 	 	 
	Traxeus
    Pharma Services Limited:	 	Anebulo
    Pharmaceuticals Inc:
	 	 	 
	/s/
    Margaret Courtney	 	/s/
    Joseph F. Lawler


 


	Name:	Margaret
    Courtney	 	Name:	Joseph
    F. Lawler
	 	 	 	 	 
	Position:	Director	 	Position:	President
	 	 	 	 	 
	Date:	15
    July 2020	 	Date:	15
    July 2020


 




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CONSULTANCY
AGREEMENT


 


Statement
of Work


 


This
Statement of Work is governed by the terms and conditions of the Master Services Agreement between TRAXEUS and ANEBULO dated 15 July
2020 (“Agreement”). Capitalised words used in this Statement of Work have the meanings given to them in the Agreement.


 


Description
of Services / Deliverables:


 


TRAXEUS
will provide pharmaceutical development services to ANEBULO in relation to the retest of an existing batch of drug substance and to manage
the manufacture of clinical supplies.


 





	Deliverable	 	Fees (USD)	 
	Drug Substance	 	 	 	 
	Selection of CMO	 	 	3400	 
	Approved Scope of Work and Master Services
    Agreement	 	 	3400	 
	Complete the transfer and development of analytical
    test methods at CMO.	 	 	3550	 
	Complete the validation of analytical test
    methods	 	 	4570	 
	Qualification of analytical reference standard	 	 	2265	 
	cGMP retest of existing drug substance batch	 	 	2265	 
	Complete process familiarisation	 	 	4920	 
	Manufacture and testing of demonstration batch	 	 	4920	 
	Review and approval of cGMP documents including
    master batch records and specification	 	 	4070	 
	Manufacture and release of cGMP batch	 	 	9510	 
	Approve campaign report and initiate cGMP stability
    study	 	 	1360	 
	Approve annual stability reports (12 and 24
    months)	 	 	560	 
	Drug Product
	Selection of CMO	 	 	6280	 
	Approved Scope of Work and Master Services
    Agreement	 	 	4680	 
	Complete the transfer and development of analytical
    test methods at CMO.	 	 	4790	 
	Complete the validation of analytical test
    methods	 	 	3905	 
	Complete formulation development	 	 	3780	 
	Complete process development	 	 	4920	 
	Review and approval of cGMP documents including
    master batch records and specification	 	 	3075	 
	Manufacture and release of cGMP batch and initiate
    cGMP stability study	 	 	6175	 
	Approve annual stability reports (12 and 24
    month)	 	 	1150	 
	Packaging & Labelling CMO Selection &
    Set-up & cGMP batch	 	 	3400	 










 




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CONSULTANCY AGREEMENT




 





	Regulatory
    and Quality
	Complete the update of the drug
    substance section of the IMPD	 	 	5670	 
	Complete the update of the drug product section
    of the IMPD	 	 	5040	 
	Issue expiry update information (Estimate 1
    updates)	 	 	630	 
	Issue all required CMC SOPs	 	 	2265	 



 


Proposed
Project Timelines:


 


To
begin in July 2020


 


Payment
schedule:


 


Invoices
shall be submitted to on completion of a deliverable.


Payment
will be 30 days from receipt of invoice.


 


Expenses
incurred in relation to a deliverable will included in the invoice.


For
guidance the expenses related to travel to the contract manufacturers are expected to be between $3,000 and $5,000 assuming all organisations
are based in UK or EU.


 


Accepted
and agreed


 


	Authorised
    signatory for and on behalf of:	 	Authorised
    signatory for and on behalf of:
	 	 	 
	Traxeus
    Pharma Services Limited:	 	Anebulo
    Pharmaceuticals Inc:
	 	 	 
	/s/
    Margaret Courtney	 	/s/
    Joseph F. Lawler



 


	Name:	Margaret
    Courtney	 	Name:	Joseph
    F. Lawler
	Position:	Director	 	Position:	President
    
	Date:	15
    July 2020	 	Date:	15
    July 2020 


 




    	8	ANEBULO– Consultancy Agreement