Exhibit
10.2


  


FIRST
AMENDMENT TO 


CONSULTANCY
AGREEMENT


 


This
First Amendment to Consultancy Agreement (this “Amendment”), dated March 31, 2021 and effective as of
December 1, 2020 (the “Effective Date”), amends that certain Consultancy Agreement dated February 22,
20211 (the “Consultancy Agreement”), by and between 180 Life Sciences Corp., a Delaware
corporation (the “Company” or “180 LS”) and Prof Jagdeep Nanchahal (the
“Consultant”). Certain capitalized terms used below but not otherwise defined shall have the meanings
given to such terms in the Consultancy Agreement.


 


WHEREAS,
the Company and the Consultant desire to enter into this Amendment to amend the Consultancy Agreement on the terms and subject to the
conditions set forth below.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other
good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof,
the parties hereto agree as follows:


 


1. Amendments
to Consultancy Agreement. Unless expressly set out below, the clauses of the Consultancy Agreement not listed below will remain
unaffected. The following amended clauses will be effective as of the Effective Date:


 


		a.	CannBioRex
                                            Pharma Limited shall be added as an additional party to the agreement, such that the parties
                                            clause shall read as follows:



 


BETWEEN:


 


(1)
180 LIFE SCIENCES CORP., a Delaware corporation (“180 LS”); and


 


(2)
CannBioRex Pharma Limited, incorporated and registered in England and Wales with company number 11331809 whose registered office
is at 601 International House, 223 Regent Street, London, England, W1B 2QD], and is (i) a subsidiary of the Company and (ii) a member
of the Group (“CannBioRex UK”); and


 


(3)
Prof Jagdeep Nanchahal (the “Consultant”).


 


180
LS and CannBioRex UK together shall be referred to as “the Company” and any reference to the Company in the Consultancy
Agreement or this Amendment, shall refer to both 180 LS and CannBioRex UK, save as provided for below:


 


		b.	Clause
                                            1.1: 



 


		i.	Board
                                            means the board of directors of 180 LS from time to time.



  


		ii.	Business
                                            of the Company means 180 LS’s research and development of therapies targeting indications
                                            within inflammation. Specifically, early stage Dupuytren’s disease (DD), frozen shoulder,
                                            lung and liver fibrosis (NASH), and Post-Operative Delirium/Post-Operative Cognitive Decline
                                            (POCD).


 





 






	1	https://www.sec.gov/Archives/edgar/data/1690080/000121390021013180/ea136864ex10-1_180lifesci.htm



 



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		c.	Clause
                                            2.1: With effect from the Commencement Date, CannBioRex UK shall engage the Consultant
                                            to provide the Services and the Consultant shall make himself available, to provide the Services
                                            to the 180 LS and the Group along with such other services consistent with the Services as
                                            180 LS may require of the Consultant from time to time on the terms set out in the Consultancy
                                            Agreement. Services are more clearly defined in Schedule 1 of the Consultancy Agreement.



 


		d.	Clause
                                            3.1(c): acquaint himself and comply with any working practices, rules or procedures applicable
                                            to independent contractors at any location where the Services are being performed (whether
                                            or not the 180 LS’s premises);



 


		e.	Clause
                                            3.1(e): act in, and use his best endeavours to promote and protect, the interests of
                                            the Group in accordance with the general policy and directions of 180 LS;



 


		f.	Clause
                                            3.1(f): comply with all reasonable instructions given to him by 180 LS provided that
                                            the Consultant shall not be subject to the direction of 180 LS as to the manner in which
                                            the Services are to be provided; and



 


		g.	Clause
                                            3.1(g): give to 180 LS such information regarding the provision of the Services or obtained
                                            by him in the course of performing the Services as 180 LS may require.



 


		h.	Clause
                                            3.3: If the Consultant is unable to provide the Services due to illness or injury, the
                                            Consultant shall inform 180 LS and, if the absence continues, shall keep 180 LS informed
                                            of the reason for the absence and its expected duration.



 


		i.	Clause
                                            3.4: The Consultant shall immediately disclose any conflict of interest to 180 LS which
                                            arises in relation to the provision of the Services as a result of any present or future
                                            appointment, employment or other interest of the Consultant.



 


		j.	Clause
                                            4.1: In consideration of the Consultant’s provision of the Services, CannBioRex UK shall
                                            pay the Consultant 15,000 GBP per month during the term of the Consultancy Agreement (collectively,
                                            the “Fee”). The consulting fee will increase to 23,000 GBP on the date
                                            (a) of publication of the data from the phase 2b clinical trial for Dupuytren’s disease
                                            (RIDD) and (b) 180 LS has successfully raised over $15M in capital. The fee will increase
                                            annually thereafter to reflect progression in other clinical trials and laboratory research
                                            as approved by the 180 LS Board of Directors.



 



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		k.	Clause
                                            4.2: The Consultant shall invoice CannBioRex UK on the same day of each month as the
                                            Commencement Date, for the Fee incurred in respect of the preceding month. CannBioRex UK
                                            shall pay any invoice submitted within 30 calendar days of receipt.



 


		l.	Clause
                                            4.3: CannBioRex UK shall be entitled to deduct from the Fee due to the Consultant any
                                            sums that the Consultant may owe to the Company at any time.



 


		m.	Clause
                                            4.4: The Consultant shall be eligible to participate in 180 LS’s stock option plan,
                                            as in effect from time to time (the “Stock Option Plan”). All grants of
                                            stock options made to the Consultant will be made in accordance with and subject to the terms
                                            of the Stock Option Plan (including after applicable blackout periods) and subject to approval
                                            of the Board and any stock exchange on which 180 LS’s shares are traded. The grant
                                            of any stock options will be made at the discretion of the Board in accordance with the terms
                                            of the Stock Option Plan. The Consultant acknowledges that the Board will be entitled to
                                            impose vesting conditions in connection with any grant of options.



 


		n.	Clause
                                            4.5: The Consultant shall receive a bonus (“Bonus 1”) in the sum of
                                            100,000 GBP upon submission of the Dupuytren’s disease clinical trial data for publication
                                            in a peer-reviewed journal. In addition, for prior work performed, including completion of
                                            the recruitment to the RIDD (Dupuytrens) trial on 9 April 2019, the Consultant shall receive
                                            434,673 GBP (“Bonus 2”). At the election of the Consultant, this Bonus
                                            2 shall be paid at least 50% (fifty percent) or more, as the Consultant elects, in 180 LS
                                            stock at a share price of $3.00 USD, or on the date of the grant, whichever is lower (subject
                                            to the applicable rules and regulations of The NASDAQ Capital Market), with the remainder
                                            in GBP to be paid by CannBioRex UK.



 


		o.	Clause
                                            4.6: 



 


		i.	The
                                            Bonus 2 shall be deemed earned and payable upon 180 LS raising a minimum of $15 million USD
                                            in additional funding, through the sale of debt or equity, after the Commencement Date (the
                                            “Vesting Date”) and shall not be accrued, due or payable prior to such
                                            Vesting Date. Bonus 2 shall be payable by 180LS within 30 calendar days of the Vesting Date.



 


		ii.	The
                                            Consultant shall receive another one-time bonus (“Bonus 3”) of 5,000 GBP
                                            on enrollment of the first patient to the phase 2 frozen shoulder trial, and another one-time
                                            bonus (“Bonus 4”) of 5,000 GBP for enrollment of the first patient to
                                            the phase 2 delirium/POCD trial. Bonus 3 and Bonus 4 shall be payable by CannBioRex UK within
                                            30 calendar days of (i) enrollment of the first patient to the phase 2 frozen should trial
                                            (in respect of Bonus 3) and (ii) enrollment of the first patient to the phase 2 delirium/POCD
                                            trial (in respect of Bonus 4).



 



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		p.	Clause
                                            5: All expenses, including but not limited to travel, reasonably incurred and pre-approved,
                                            and for the purposes of fulfilling your duties, will be reimbursed by CannBioRex UK.



 


		q.	Clause
                                            6.3: This clause shall not apply to information which:



 


		(a)	is
                                            used or disclosed in the proper performance of the Services or with the prior written consent
                                            of 180 LS, or which may be disclosed pursuant to duties of the Consultant in his employment
                                            at the University of Oxford;



 


		(b)	or
                                            comes to be in the public domain (except as a result of a breach of the Consultant’s obligations
                                            under Clause 6.2 above); or



 


		(c)	is
                                            ordered to be disclosed by a court of competent jurisdiction or otherwise required to be
                                            disclosed by law.



 


		r.	Clause
                                            9.3 (first paragraph only): 180 LS and CannBioRex UK each expressly acknowledge that
                                            all existing and future (foreground and background) Intellectual Property Rights in IP Materials
                                            made, conceived, developed, or created by the Consultant whilst providing Services, and that
                                            relate to the Business of the Company, automatically belong to the University of Oxford to
                                            the extent permitted by law and as governed by the agreements set out below (together the
                                            “University Agreements”); except where any rights are granted to the 180 LS under
                                            those University Agreements from time to time:



 


		s.	Clause
                                            9.4: If,



 


		(a)	in
                                            the course of providing the Services, the Consultant makes, conceives, develops, or creates
                                            any Intellectual Property Rights that fall outside of the provisions in Clause s above; and



 


		(b)	the
                                            University of Oxford does not have ownership of those Intellectual Property Rights (whether
                                            pursuant to the University Agreements, or otherwise),



 


the
Consultant agrees that such Intellectual Property Rights shall belong to 180 LS. The Consultant agrees that they shall be assigned to
180 LS to the extent that they do not vest automatically.


 


		t.	Clause
                                            9.5(b): 180 LS and CannBioRex UK each expressly confirm and agree that any rights granted
                                            under the University Agreements supersede any Intellectual Property Rights that 180 LS (or
                                            for the avoidance of doubt CannBioRex UK) may have to intellectual property made, conceived,
                                            developed or created by the Consultant during his engagement. In the event there is any conflict
                                            between the terms of the Consultancy Agreement and the University Agreements, the University
                                            Agreements shall prevail to the fullest extent permitted by law.



 






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		u.	Clause
                                            9.6: The Consultant agrees that he shall co-operate with 180 LS, to assist it in determining
                                            the rights of the University under the University Agreements, to the extent there is, or
                                            may be a potential conflict in respect of any Intellectual Property Rights. 180 LS confirms
                                            and agrees that the rights of the University under the terms of the University Agreements
                                            prevail over any rights that 180 LS may assert in respect of any Intellectual Property Rights
                                            at all times, and in any jurisdiction.



 


		v.	Clause
                                            9.8: The Consultant agrees, to the extent reasonably required, to sign all documents
                                            and do all other acts (including joining in any application which may be made for the registration
                                            of any Intellectual Property Rights) that 180 LS reasonably requests (at its expense) to
                                            enable 180 LS to enjoy the full benefit of this Clause.



 


		w.	Clause
                                            10.1(b): the Consultant shall not engage in any such activity if it relates to a business
                                            which is in any way competitive with the business of 180 LS (or any Group Company) without
                                            the prior written consent of 180 LS.



 


		x.	Clause
                                            11.1: This agreement shall continue in force until the date three years after the Commencement
                                            Date and can be terminated in accordance with this Clause 11.1 by CannBioRex UK, or the Consultant
                                            prior to such date, only as set out below.



 


		y.	Clause
                                            11.2: If neither CannBioRex UK or the Consultant terminates the Consultancy Agreement
                                            in accordance with Clause 11.1 above, the Consultancy Agreement shall automatically renew
                                            on the date three years after the Commencement Date for a further three years, and continue
                                            to do so, until terminated as provided herein.



 


		z.	Clause
                                            11.3: The Consultant shall be entitled to terminate this agreement on giving to CannBioRex
                                            UK 12-months’ notice in writing.



 


		aa.	Clause
                                            11.4: CannBioRex UK shall be entitled to terminate this agreement on giving to the Consultant
                                            12-months’ notice in writing only if the consultant fails to perform the duties detailed
                                            in Schedule 1.



 


		bb.	Clause
                                            11.5: If this agreement is terminated by CannBioRex UK for any reason other than cause,
                                            the Consultant shall be entitled to a lump sum payment of 12 months of his fee as at the
                                            date of termination. 



 


		cc.	Clause
                                            11.6: CannBioRex UK may, without prejudice to any other rights it may have, terminate
                                            this agreement immediately by written notice to the Consultant if:



 


		(a)	the
                                            Consultant fails or neglects efficiently and diligently to perform the Services or is guilty
                                            of any breach of its or his obligations under this agreement (including any consent granted
                                            under it);



 


		(b)	the
                                            Consultant is guilty of any fraud or dishonesty or acts in a manner (whether in the performance
                                            of the Services or otherwise) which, in the reasonable opinion of the Company, has brought
                                            or is likely to bring the Consultant, 180 LS or any Group Company into disrepute or is convicted
                                            of an arrestable offence (other than a road traffic offence for which a non-custodial penalty
                                            is imposed); or



 


		(c)	the
                                            Consultant becomes bankrupt or makes any arrangement or composition with his creditors.



 






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		dd.	Clause
                                            11.7: Upon termination of this agreement for whatever reason the Consultant shall:



 


		(d)	deliver
                                            to the 180 LS all books, documents, papers, materials, records, correspondence (on whatever
                                            media and wherever located) relating to the business of the Company or its customers, and
                                            any keys, mobile telephones or other property which may then be in his possession or under
                                            his power or control; and



 


		(e)	delete
                                            any information relating to the business of any Group Company or its customers stored on
                                            any computer, disk, memory stick or other storage media which is in the Consultant’s possession
                                            or control outside the premises of the 180 LS.



  


		ee.	Clause
                                            13.3: The Consultant shall be responsible for, and indemnify CannBioRex UK in respect
                                            of, the payment of national insurance, income tax and any other form of taxation in respect
                                            of the Fee (including any interest or penalties imposed on the CannBioRex UK in respect of
                                            such payments).



 


		ff.	Clause
                                            13.5: Consultant is acquiring the shares of 180 LS stock issuable, or issued, pursuant
                                            to this Agreement (the “Stock”), for his own account, for investment purposes
                                            only and not with a view to, or for sale in connection with, a distribution, as that term
                                            is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities
                                            Act”), in a manner which would require registration under the Securities Act or
                                            any state securities laws. Consultant can bear the economic risk of investment in the Stock,
                                            has knowledge and experience in financial business matters, is capable of bearing and managing
                                            the risk of investment in the Stock and is an “accredited investor” as
                                            defined in Regulation D under the Securities Act. Consultant recognizes that the Stock has
                                            not been registered under the Securities Act, nor under the securities laws of any state
                                            and, therefore, cannot be resold unless the resale of the Stock is registered under the Securities
                                            Act or unless an exemption from registration is available. Consultant has carefully considered
                                            and has, to the extent he believes such discussion necessary, discussed with his respective
                                            professional, legal, tax and financial advisors, the suitability of an investment in the
                                            Stock for his particular tax and financial situation and his respective advisers, if such
                                            advisors were deemed necessary, have determined that the Stock is a suitable investment for
                                            him. Consultant has not been offered the Stock by any form of general solicitation or advertising,
                                            including, but not limited to, advertisements, articles, notices or other communications
                                            published in any newspaper, magazine, or other similar media or television or radio broadcast
                                            or any seminar or meeting where, to Consultant’s knowledge, those individuals that
                                            have attended have been invited by any such or similar means of general solicitation or advertising.
                                            Consultant has had an opportunity to ask questions of and receive satisfactory answers from
                                            180 LS, or persons acting on behalf of 180 LS, concerning the terms and conditions of the
                                            Stock and 180 LS, and all such questions have been answered to the full satisfaction of Consultant.
                                            Consultant is relying on his own investigation and evaluation of 180 LS and the Stock and
                                            not on any other information.



 



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		gg.	Clause
                                            14.1: With effect from the Commencement Date, all other agreements and arrangements between
                                            the Consultant and the Company relating to the provision of Services by the Consultant shall
                                            cease to have effect and accordingly any sum or sums paid to the Consultant by way of fees
                                            under any such other agreements or arrangements in respect of any periods since that date
                                            shall be deemed to have been received by the Consultant on account of the Fee. The Consultancy
                                            Agreement, together with this Amendment, constitutes the entire agreement and understanding
                                            between the parties.



 


		hh.	Clause
                                            15.1: Any notices or other document to be served under the Consultancy Agreement, or
                                            this Amendment, may be delivered via courier (FedEx, UPS or similar international shipping
                                            company), sent by email or by first class post to the party to be served, in the case of
                                            180 LS, at 180 LS’s registered office for the time being or, in the case of CannBioRex UK,
                                            at CannBioRex UK’s registered office for the time being, or in the case of the Consultant,
                                            to his last known address.



  


2. Effect
of Amendment. Upon the effectiveness of this Amendment, each reference in the Consultancy Agreement
to “Consultancy Agreement”, “Agreement,”
“hereunder,” “hereof,”
“herein” or words of like import shall mean and be a reference to such Consultancy
Agreement, as applicable, as modified and amended hereby.


 


3. Consultancy
Agreement to Continue in Full Force and Effect. Except as specifically modified or amended herein,
the Consultancy Agreement and the terms and conditions thereof shall remain in full force and effect.


 


4. Entire
Agreement. This Amendment sets forth all of the promises, agreements, conditions, understandings, warranties and representations
among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements
and understandings between the parties, whether written, oral or otherwise.


 


5. Counterparts
and Signatures. This Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any
amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument.
Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to
electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as
an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version
thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature
or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a
contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.


  


[Remainder
of page left intentionally blank. Signature page follows.]


 



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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written to be effective as of
the Effective Date.


 


COMPANY


  


	180 Life Sciences Corp.	 
	 	 
	/s/ James N. Woody	 
	James N. Woody	 
	Chief Executive Officer	 


 


CONSULTANT


 


	/s/ Jagdeep Nanchahal	 
	Prof Jagdeep Nanchahal	 


 


CANNBIOREX PHARMACEUTICALS LTD.


 


	CannBioRex Pharmaceuticals Ltd.	 
	 	 
	By:	/s/ Ozan Pamir	 
	 	 	 
	Its: 	CFO                          	 



  


	Printed Name:	Ozan Pamir      	 


 


 


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