Exhibit
10.4








 


LICENCE
AGREEMENT


 


Dated


 


26
May 2020


 


(1)
Vernalis (R&D) Limited


 


(2)
Anebulo Pharmaceuticals, Inc.


  




    	 



    	 



    

 


CONTENTS


  


	 	 	Page
	 	 	 
	1	Definitions	2
	 	 	 
	2	Licence	12
	 	 	 
	3	Conduct
    of Development and Commercialisation	14
	 	 	 
	4	Diligence
    and Reporting	15
	 	 	 
	5	Fees,
    Milestone and Royalty Payments	17
	 	 	 
	6	Intellectual
    Property – Ownership	22
	 	 	 
	7	Intellectual
    Property – Prosecution and Maintenance	22
	 	 	 
	8	Representation,
    Warranties and Covenants	22
	 	 	 
	9	Indemnification
    and Liability	24
	 	 	 
	10	Confidentiality	26
	 	 	 
	11	Term
    and Termination	29
	 	 	 
	12	Consequences
    of Termination	30
	 	 	 
	13	Assignment
    and Change of Control	31
	 	 	 
	14	Dispute
    Resolution and Governing Law	31
	 	 	 
	15	Waiver	32
	 	 	 
	16	Severance
    of Terms	32
	 	 	 
	17	Entire
    Agreement/Variations	32
	 	 	 
	18	Notices	32
	 	 	 
	19	Counterparts	34
	 	 	 
	20	This
    Agreement not to Constitute a Partnership	34
	 	 	 
	21	Costs	34
	 	 	 
	22	Announcements	34
	 	 	 
	23	Anti-Bribery
    and Anti-Corruption	34
	 	 	 
	Schedule
    1 API	36
	 	 
	Schedule
    2 Vernalis Bank Details	37
	 	 
	Schedule
    3 V24343	


 




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This
Licence Agreement is made the 26th day of May, 2020


 


Between:


 


	(1)	Vernalis
    (R&D) Limited a company incorporated under the laws of England and Wales with company registration number 01985479
    whose registered office is at Granta Park, Great Abington, Cambridge, CB21 6GB, United Kingdom (“Vernalis”);
    and
	 	 
	(2)	Anebulo
    Pharmaceuticals, Inc. a company incorporated under the laws of the state of Delaware, U.S.A., whose corporate office is
    at c/o JFL Capital Management, 1415 Ranch Road 620 South, Suite 201, Lakeway, Texas 78734 (“Anebulo”).


 


Whereas:


 


	(A)	Vernalis
    is an R&D-based specialty biopharmaceutical company and is a world- leader in fragment and structure-based drug discovery.
	 	 
	(B)	Anebulo
    is a biotechnology company established to develop and commercialise pharmaceutical products.
	 	 
	(C)	Vernalis
    has discovered and developed a CB1 antagonist compound known as V24343 and owns and controls various data and know how relating
    thereto.
	 	 
	(D)	Anebulo
    wishes to develop and commercialise V24343 as a pharmaceutical product, and Vernalis wishes to grant Anebulo an exclusive
    licence under its data and know how relating to V24343 to do the same.


 


It
is now agreed as follows:


 


	 	1	Definitions


 


	 	1.1	In
    this Agreement the following definitions shall apply unless the context requires otherwise:
	 	 	 
	 	 	“Affiliate”
    means any company, partnership or other business entity that Controls, is Controlled by or is under common Control with either
    Party from time to time.
	 	 	 
	 	 	“Agreement”
                                         means this document and any and all schedules to it as may be varied from time to time
                                         in accordance with the provisions of this agreement.

         

        “Anebulo
        Arising IP” means Patent Rights and Know How Controlled by Anebulo after the Commencement Date at any time during
        the Term that cover or claim a Vernalis Licensed Compound or Licensed Product (in respect of Patent Rights), or are necessary
        or reasonably useful to Exploit (in respect of Know How) a Vernalis Licensed Compound or Licensed Product, but excluding
        Vernalis Licensed IP.

         

        “Anebulo
Background IP” means Patent Rights and Know How Controlled by Anebulo as at the Commencement Date that cover or claim
a Vernalis Licensed Compound or Licensed Product (in respect of Patent Rights), or are necessary or reasonably useful to Exploit
(in respect of Know How) a Vernalis Licensed Compound or Licensed Product, but excluding Vernalis Licensed IP. 






 



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	 	 	“Anebulo
                                         Indemnity Claim” has the meaning attributed to it in Clause 9.2.

         

        “Anebulo
        Indemnified Parties” has the meaning attributed to it in Clause 9.2.1.

         

        “Anebulo
        IP” means Anebulo Background IP and Anebulo Arising IP.

         

        “Anebulo
        Patent Rights” means those Patent Rights Controlled by Anebulo before, on or after the Commencement Date at
        any time during the Term which constitute Anebulo IP.

         

        “Annual”
        means per calendar year.

         

        “API”
        means the active pharmaceutical ingredient of the Vernalis Licensed

        Compound
        listed in Schedule 1.

         

	 	 	“Applicable
                                         Law” means any present or future law, regulation, directive, instruction, direction
                                         or rule of any Government Authority or Regulatory Authority including any amendment,
                                         extension or replacement thereof which is from time to time in force.

         

	 	 	“Business
                                         Day” means 9.00 am to 5.00 pm local time on a day other than a Saturday, Sunday,
                                         or a bank or other public holiday in England and Wales or the United States.

         

        “Combination
        Product” means a Licensed Product which also (a) contains a separate therapeutically active ingredient in addition
        to the Vernalis Licensed Compound; or (b) is administered as a combination therapy in combination with another pharmaceutical
        product.

         

        “Commencement
        Date” means the date stated at the start of this Agreement.

	 	 	 
	 	 	“Commercialisation”
    means all activities relating to the export, import, promotion, marketing (including pre-launch, post-launch marketing and
    marketing research), post approval clinical trials, detailing, distribution, pricing and reimbursement, storage, handling,
    preparation for sale, offering for sale and sale of a Licensed Product and customer service and support, adverse events reporting
    and interacting and communicating with Regulatory Authorities in relation to a Licensed Product. When used as a verb, “to
    Commercialise” and “Commercialising” means to engage in Commercialisation, and “Commercialised”
    has a corresponding meaning.


 




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	 	 	“Commercially
                                         Reasonable Efforts” means, with respect to the performance of Development or
                                         Commercialisation activities with respect to the Vernalis Licensed Compound or Licensed
                                         Product by Anebulo, directly or through its Affiliates or Sublicensees, the carrying
                                         out of such activities in a sustained and diligent manner using such efforts and resources
                                         as would be applied to the research, development and commercialisation of pharmaceutical
                                         products by a similarly situated biopharmaceutical company for compounds or products
                                         of similar market potential, profit potential and strategic value at a similar stage
                                         in development or product life, taking into consideration the payments due to Vernalis
                                         under this Agreement and all other relevant factors, including the nature of the product,
                                         expected and actual cost and time to develop, the clinical setting in which it is expected
                                         to be used, stage of development, mechanism of action, efficacy and safety relative to
                                         competitive products in or expected to be introduced into the marketplace, difficulties
                                         associated with technology transfer, process development, scale- up or manufacturing,
                                         safety issues, the nature and extent of market exclusivity (including patent coverage
                                         and regulatory exclusivity), expected and actual cost and likelihood of obtaining regulatory
                                         approval, and projected economic return. “Commercially Reasonable Efforts”
                                         shall be determined on a market-by-market and indication-by-indication basis, and will
                                         change over time, reflecting changes in the status of the product and the markets involved.

         

        “Confidentiality
        Agreement” means the confidentiality agreement between Vernalis and JFL Capital Management, LLC dated 29 January
        2020.

	 	 	 
	 	 	“Confidential
    Information” means (a) information disclosed by either Party to the other Party prior to the Commencement Date pursuant
    to the Confidentiality Agreement, to the extent such information is subject to the confidentiality obligations of that agreement
    (where for the purpose of this definition only, Anebulo as a Party shall include JFL Capital Management, LLC), which will
    be deemed the Confidential Information of the disclosing Party, (b) the terms of this Agreement, and any discussion regarding
    this transaction which will be the Confidential Information of both Parties (and each Party shall be treated as both a disclosing
    Party and receiving Party with respect thereto), (c) Vernalis Know How, which shall be the Confidential Information of Vernalis,
    (d) Know How comprising the Anebulo IP (but excluding Vernalis Know How), which shall be the Confidential Information of Anebulo,
    and (e) any technical, business, or other information, including (i) information relating to the scientific, regulatory or
    business affairs or other activities of a Party, and (ii) information relating to Vernalis Licensed Compound or Licensed Product,
    and any Exploitation of Vernalis Licensed Compound or Licensed Product, and any Know How with respect thereto, disclosed by
    or on behalf of one Party or its Affiliates to the other Party in connection with this Agreement, whether prior to, on, or
    after the Commencement Date, which shall be the Confidential Information of the disclosing Party.
	 	 	 
	 	 	“Control”
                                                         means (i) with respect the definition of “Affiliate” only, the ownership either directly or indirectly of 50% or
                                                         more of the issued share capital or any comparable equity or ownership interest with respect to a business entity or the
                                                         legal power to direct or cause the direction of the general management and policies of the party in question; or (ii) with
                                                         respect to any Know How and Patent Rights, that a Party has the legal authority or right (whether by ownership, license or
                                                         otherwise) to grant a license, sublicense, access or right to use (as applicable) under such Know How or Patent Rights to the
                                                         other Party on the terms and conditions set forth herein at the time of such grant, in each case without breaching the terms
                                                         of any agreement with a Third Party.



 


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	 	 	“Data
    Room” means the virtual data room maintained by Box.com with project name V24343.
	 	 	 
	 	 	“Development”
                                         means all activities related to research, pre-clinical and other non-clinical testing,
                                         test method development and stability testing, toxicology, formulation, process development,
                                         manufacturing scale-up, qualification and validation, quality assurance, quality control,
                                         clinical studies, including manufacturing in support thereof, statistical analysis and
                                         report writing, the preparation and submission of applications for Marketing Authorisations,
                                         the regulatory affairs with respect to the foregoing and all other activities necessary
                                         or reasonably useful or otherwise requested or required by a Regulatory Authority as
                                         a condition or in support of obtaining or maintaining a Marketing Authorisation. When
                                         used as a verb, “Develop” means to engage in Development.

         

        “Development
        Milestone” has the meaning attributed to it in Clause 5.2.1.

	 	 	 
	 	 	“Documents”
    means reports, research notes, charts, graphs, comments, computations, analyses, recordings, photographs, paper, notebooks,
    books, files, ledgers, records, tapes, discs, diskettes, CD-ROM, computer programs and documents thereof, computer information
    storage means, samples of material, other graphic or written data and any other media on which Know How can be permanently
    stored.
	 	 	 
	 	 	“EMA”
    means the European Medicines Agency or any successor agency thereto.
	 	 	 
	 	 	“Europe”
    means any country for which the EMA is responsible for the protection and promotion of public health through the evaluation
    and supervision of medicines for human use as at the Commencement Date or any additional country which may be added to the
    EMA’s remit from time to time but excluding the UK.
	 	 	 
	 	 	“Exploit”
    means to make, have made, use, have used, Develop, Commercialise, Manufacture, have Manufactured, hold, or keep (whether for
    disposal or otherwise), transport, distribute or otherwise dispose of any Vernalis Licensed Compound or Licensed Product.
	 	 	 
	 	 	“Field”
                                         means all human therapeutic, diagnostic and prophylactic indications.

         

        “First
        Commercial Sale” means, with respect to a Licensed Product and a country, the first sale for monetary value
        for use or consumption by any Third Party after a Marketing Authorisation (including any pricing and reimbursement approvals)
        is granted for such Licensed Product in such country. A sale of Licensed Product which is being tested or investigated
        for an indication not covered by a Marketing Authorisation for use in each case for free or at cost (of goods and commercially
        reasonable overheads) in a clinical trial, on a named patient basis or for compassionate use purposes shall not constitute
        a commercial sale for the purposes of this definition.




 






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	 	 	“Generic
Competition” means, with respect to the Licensed Products in any country in the Territory in a given Quarter, that,
during such Quarter, (a) one or more Generic Products are commercially available in such country, and (b) Net Sales of the Licensed
Products in such country in such Quarter equal less than seventy-five percent (75%) of the average Net Sales of the Licensed Products
over the four (4) consecutive Quarters immediately prior to the Quarter in which one or more Generic Products first became commercially
available in such country. 

	 	 	 
	 	 	“Generic
    Product” means with respect to a Licensed Product, any pharmaceutical product that (a) is sold by a Third Party
    that is not a Sublicensee (or any of its Affiliates) under a Marketing Authorisation granted by a Regulatory Authority to
    a Third Party; (b) contains as an active ingredient the same compound as a Licensed Product; and (c) (i) in the United States,
    is approved in reliance on the prior approval of such Licensed Product as determined by the applicable Regulatory Authority
    in the United States pursuant to Section 505(j) of the United States Food, Drug and Cosmetic Act (21 U.S.C. 355(j)), (ii)
    in the EEA , is authorised as a “generic” as defined in Article 10(2)(b) of Parliament and Council Directive 2001/83/EC
    as amended, or (iii) in any other country or jurisdiction, is approved pursuant to all equivalents of the provision described
    in (c)(i) or (c)(ii) above. A Licensed Product licensed or produced by a Sublicensee in compliance with its sublicense agreement
    will not constitute a Generic Product.
	 	 	 
	 	 	“Government
    Authority” means any national or supranational agency, authority, department of any government of any country having
    jurisdiction over any of the activities contemplated by this Agreement or over the Parties, including the European Commission.
	 	 	 
	 	 	“IND”
                                         means an Investigational New Drug application as defined in the FFDCA, or a clinical
                                         trial authorization application for a pharmaceutical product filed with a Regulatory
                                         Authority in any other regulatory jurisdiction outside the U.S., the filing of which
                                         is necessary to commence or conduct clinical testing of such pharmaceutical product in
                                         humans in such jurisdiction.

         

        “Indemnity
        Claim” has the meaning attributed to it in Clause 9.3.

	 	 	 
	 	 	“Indemnified
                                         Party” has the meaning attributed to it in Clause 9.3.

         

        “Indemnifying
        Party” has the meaning attributed to it in Clause 9.3.

	 	 	 
	 	 	“Know
    How” means technical and other information which is not in the public domain, including information comprising or
    relating to concepts, discoveries, data, designs, formulae, ideas, inventions, methods, models, assays, research plans, procedures,
    designs for experiments and tests and results of experimentation and testing (including results of research or development),
    processes (including Manufacturing processes, specifications and techniques), laboratory records, chemical, pharmacological,
    toxicological, clinical, analytical and quality control data, trial data, case report forms, data analyses, reports, Manufacturing
    data or summaries and information contained in submissions to and information from ethical committees and Regulatory Authorities.
    Know How includes Documents containing Know How, including but not limited to any rights including trade secrets, copyright,
    database or design rights protecting such Know How. The fact that an item is known to the public shall not be taken to preclude
    the possibility that a compilation including the item, or a development relating to the item, is not known to the public.


 


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	 	 	“Licensed
    Product” means any pharmaceutical product containing a Vernalis Licensed Compound in any and all forms, presentations,
    delivery systems, dosages, and formulations.
	 	 	 
	 	 	“Manufacture”
    and “Manufacturing” means all activities related to the production, manufacture, processing, filling, finishing,
    packaging, labelling, shipping, and holding of any Vernalis Licensed Compound, any Licensed Product, or any intermediate thereof,
    including process development, process qualification and validation, scale-up, pre-clinical, clinical and commercial manufacture
    and analytic development, product characterization, stability testing, quality assurance, and quality control.
	 	 	 
	 	 	“Marketing
    Authorisation” means the approval of an NDA or sNDA submitted to the Food and Drug Administration for the marketing
    of a Licensed Product in the United States, or with respect to any other country in the Territory, any and all approvals (including
    and pricing and reimbursement approvals) required from any Regulatory Authority to market a Licensed Product in that country.
	 	 	 
	 	 	“NDA”
                                         means a new drug application filed with the Food and Drug Administration for a Licensed
                                         Product in the USA, or any comparable application filed with the Regulatory Authorities
                                         of any other country in the Territory (or any Regulatory Authority covering that country
                                         in the case of a supranational Regulatory Authority) to obtain a Marketing Authorisation
                                         for that Licensed Product in that country.

                                                          

        “Net
        Sales” means the gross amounts invoiced by Anebulo, its Sublicensees or its or their Affiliates in arm’s
        length transactions to Third Parties, for all sales of Licensed Product less the following items to the extent that they
        are paid or actually allowed:



 


	 	(a)	quantity,
    trade or cash discounts or consumer discount programs actually granted for such Licensed Product;
	 	 	 
	 	(b)	amounts
    repaid or credited and allowances including cash, credit or free goods allowances, given by reason of chargebacks, retroactive
    price reductions or billing errors, reimbursements and rebates (including government-mandated rebates or other government
    charges, reimbursements or similar payments granted to wholesalers or other distributors, buying groups, health care insurance
    carriers or managed care entities) for such Licensed Product;
	 	 	 
	 	(c)	amounts
    refunded or credited for Licensed Product which was rejected, spoiled, damaged, outdated or returned;
	 	 	 
	 	(d)	charges
    for packing for transportation, freight, shipping and insurance;
	 	 	 
	 	(e)	non-collectible
    receivables for such Licensed Product; and


 


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	 	(f)	taxes,
    tariffs, customs duties and surcharges and other governmental charges incurred in connection with the sale, exportation or
    importation of Licensed Product,
	 	 	 
	 	provided
always that sums under (a) to (f) shall be calculated in accordance with generally accepted accounting principles, or international
financial reporting standards, consistently applied.

                                                                                           


The
transfer of Licensed Product by (i) Anebulo or a Sublicensee or one of its or their Affiliates to an Affiliate of such party,
(ii) Anebulo or its Affiliate to a Sublicensee or (iii) a Sublicensee to a further tier Sublicensee, shall not be considered a
sale. In such cases Net Sales shall be determined based on the invoiced sale price by the Affiliate (in the case of (i)), or the
Sublicensee (in the case of (ii)) or the further tier Sublicensee (in the case of (iii)) to the first third party arm’s-length
trade purchaser, less the deductions allowed under this definition.

 

Subject to the following paragraph, upon any
sale or other disposal of Licensed Product by or on behalf of Anebulo, Sublicensees or its or their Affiliates other than a bona
fide arm’s length transaction exclusively for money, such sale or other disposal shall be deemed to constitute a sale at
the then current average selling price in the country in which such sale or other disposal occurs or, if there is no current average
selling price, the most recent average selling price (and if none, a price agreed in good faith between the Parties assessed on
an arm’s length basis). Transfers or dispositions of Licensed Product by Anebulo or Sublicensees or its or their Affiliates
(i) as free promotional or advertising samples or charitable donations, or under its or their patient assistance programs, in
each case to the extent provided for no monetary or other consideration, and (ii) for free or at cost (of goods and commercially
reasonable overheads) for use in clinical trials, or provided on a named patient or compassionate use basis for an indication(s)
not covered by a Marketing Authorisation(s), shall not be considered in determining Net Sales under this definition provided that
in each case, such transfers or dispositions are in quantities common in the industry for the type of product in the relevant
country.


 


In
the event the Licensed Product is sold in a Combination Product, the Net Sales shall be determined as follows:






 


	 	A	 		
	 	A+B	 	X	Net
    Sales of the Combination Product, where:
	 	 	 	 	 
	 	A
    =	 	Average
    invoice price of the ready-for-sale form of a Licensed Product containing the same amount of Vernalis Licensed Compound as
    its sole active ingredient or ingredients as the Combination Product in question contains, in the given country for a given
    calendar quarter; and
	 	 	 	 
	 	B
    =	 	Average
    invoice price of the ready●for●sale form of a product containing the same amount of the other therapeutically active
    ingredient(s) as is contained in the Combination Product in question, in the given country for a given calendar quarter,


 


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	 	 	provided
    that if, in a specific country: (a) A is known but the other therapeutically active ingredient(s) in such Combination Product
    are not sold separately in that country in products with the same quantity of active ingredient, Net Sales shall be adjusted
    by multiplying actual Net Sales of such Combination Product by the fraction A/C, where C is the average invoice price in that
    country of that Combination Product for a given calendar quarter; or (b) B is known but a Licensed Product containing the
    same amount of such Vernalis Licensed Compound is not sold separately in that country, Net Sales shall be calculated by multiplying
    actual Net Sales of such Combination Product for such calendar quarter by the fraction (C-B)/C. If, in a specific country,
    A and B are not known, the allocation of Net Sales for such Combination Product shall be negotiated by the Parties in good
    faith.
	 	 	 
	 	 	“Party”
    means either Anebulo or Vernalis and “Parties” shall be construed accordingly.
	 	 	 
	 	 	“Patent
                                         Rights” means patent applications and patents, and all foreign counterparts
                                         thereof in all countries, including any renewals, re-examinations, continuations, continuations-in-part,
                                         divisionals, patents of addition, extensions, (including patent term extensions,) reissues,
                                         substitutions, confirmations, and any equivalents of the foregoing in any and all countries
                                         of or to any of them, as well as any supplementary protection certificates, and equivalent
                                         protection rights in respect of any of them.

         

        “Phase
        II Clinical Trial” means a human clinical trial where a product is tested for the purpose of determining an
        initial indication of efficacy of a product for a therapeutic or prophylactic use, or to perform dose ranging, or obtain
        expanded evidence of safety.

	 	 	 
	 	 	“Pivotal
                                         Clinical Trial” means a pivotal human clinical trial conducted in a sufficient
                                         number of patients to establish safety and efficacy in the particular indication tested,
                                         the data and results of which (if favourable) would be sufficient to obtain Marketing
                                         Authorisation in any country.

         

        “Publication”
        has the meaning attributed to it in Clause 22.

	 	 	 
	 	 	“Quarter”
                                         means each period of three months ending on 31 March, 30 June,

        30
        September or 31 December and “Quarterly” shall be construed accordingly.

	 	 	 
	 	 	“Regulatory
    Authority” means any national, supranational (including the European Commission, the Council of the European Union,
    and the EMA), regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity
    including the United States Food and Drug Administration, in each country involved in the granting of Marketing Authorisations
    or pricing approvals for Licensed Product.
	 	 	 
	 	 	“Regulatory
Exclusivity” means the marketing or data exclusivity conferred by any Regulatory Authority designed to restrict the
entry of Generic Product(s) onto the market, including new chemical entity exclusivity, new use or indication exclusivity, new
formulation exclusivity, orphan drug exclusivity, paediatric exclusivity and 180-day generic product exclusivity, or any equivalent
of the foregoing in any country in the world. 



 


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	 	 	 “Regulatory
Materials” means in respect of the Vernalis Licensed Compound, regulatory applications, filings, submissions, notifications,
registrations, , or other submissions, including any written correspondence or meeting minutes, made to, made with, or received
from any Regulatory Authority submitted to a Regulatory Authority in any country for the purpose of obtaining Marketing Authorisations
from that Regulatory Authority (including all INDs, NDAs, and associated common technical documents) and any amendments and supplements
thereto, and all data and other information contained in, and Regulatory Authority correspondence relating to, any of the foregoing.
For avoidance of doubt, Regulatory Materials include the INDs concerning the Vernalis Licensed Compound, and amendments and supplements
thereto.

         

        “Reversion
        Assets” has the meaning attributed to it in Clause 12.2.1.

         

        “Reversion
        Transfer” has the meaning attributed to it in Clause 12.2.1

	 	 	 
	 	 	“Royalty
    Term” has the meaning attributed to it in Clause 5.4.3.
	 	 	 
	 	 	“Royalties”
    has the meaning attributed to it in Clause 5.4.1.
	 	 	 
	 	 	“sNDA”
    means a supplemental new drug application filed with the Food and Drug Administration to obtain a supplemental Marketing Authorisation
    for a Licensed Product in the USA, or any comparable application filed with the Regulatory Authorities of any other country
    (or any Regulatory Authority covering that country in the case of a supranational Regulatory Authority) to obtain a supplemental
    Marketing Authorisation for a Licensed Product in or covering that country.
	 	 	 
	 	 	“Sublicensee”
    has the meaning attributed to it in Clause 2.2.1.
	 	 	 
	 	 	“Territory”
    means the world.
	 	 	 
	 	 	“Term”
    has the meaning attributed to it in Clause 11.1.
	 	 	 
	 	 	“Third
    Party” means a person or entity other than (a) Anebulo or (b) Vernalis or an Affiliate of either of them.
	 	 	 
	 	 	“UK
                                         GAAP” means the generally accepted accounting practice in the United Kingdom
                                         as developed and maintained by the UK’s Financial Reporting Council or any successor
                                         body thereto.

         

        “USD”
        means United States Dollars.

	 	 	 
	 	 	“VAT”
    means United Kingdom value added tax imposed in accordance with the United Kingdom Value Added Tax Act 1994 or any similar
    tax imposed in addition to or in substitution therefor or imposed in any other jurisdiction.
	 	 	 
	 	 	“V24343”
means the molecule and structure further described at Schedule 3 and any metabolite, salt, ester, hydrate, solvate, isomer, enantiomer,
free acid form, pro-drug (including ester pro-drug) form, racemate, polymorph, chelate, stereoisomer, tautomer, resinate or optically
active form thereof. 



 


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	 	 	“Vernalis
Indemnity Claim” has the meaning attributed to it in Clause 9.1. “Vernalis Indemnified Parties” has
the meaning attributed to it in Clause 9.1.1.

	 	 	 
	 	 	“Vernalis
                                         Know How” means all Know How Controlled by Vernalis at the Commencement Date
                                         that is necessary or reasonably useful to Exploit any Vernalis Licensed Compound or Licensed
                                         Product.

         

        “Vernalis
        Licensed Compound” means V24343.

         

        “Vernalis
        Licensed Compound Information” has the meaning attributed to it in Clause 3.5.

         

        “Vernalis
        Licensed IP” means any and all Vernalis Know How including the Vernalis Regulatory Materials and Vernalis Licensed
        Compound Information.

         

        “Vernalis
        Regulatory Materials” has the meaning attributed to it in Clause 3.5.



 


	 	1.2	Interpretation
	 	 	 	 
	 	 	Unless
    the context otherwise requires, the following rules of interpretation shall apply to this Agreement:
	 	 	 	 
	 	 	1.2.1	The
    headings in this Agreement are inserted for convenience only and shall not affect its construction.
	 	 	 	 
	 	 	1.2.2	Any
    and all Schedules to this Agreement form part of (and are incorporated into) this Agreement.
	 	 	 	 
	 	 	1.2.3	Any
    words following the terms “including”, “include” or any similar expression shall be construed as illustrative
    and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
	 	 	 	 
	 	 	1.2.4	The
    word “or” has the inclusive meaning represented by the phrase “and/or”.
	 	 	 	 
	 	 	1.2.5	Words
    in the singular include the plural and in the plural include the singular.
	 	 	 	 
	 	 	1.2.6	Use
    of any gender includes the other genders and neuter.
	 	 	 	 
	 	 	1.2.7	References
    to “Clauses” and “Schedules” are to clauses of, and schedules to, this Agreement.


 




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	 	1.2.8	References
    to a “person” shall be construed so as to include:
	 	 	 	 
	 	 	(a)	any
    individual, firm, body corporate, authority, joint venture, association, undertaking, partnership or limited partnership (whether
    or not having separate legal personality); and
	 	 	 	 
	 	 	(b)	a
    reference to the successors, permitted transferees and permitted assignees of any of the persons referred to in Clause 1.2.8(a).
	 	 	 	 
	 	1.2.9	References
    to “written” or “writing” shall include all data in written form whether represented in hand-writing,
    facsimile, printed.
	 	 	 
	 	1.2.10	Any
    express obligation or liability of a Party to ensure or procure the performance of any obligation by any other person shall
    not be reduced or discharged by any act or omission of any other person.
	 	 	 
	 	1.2.11	References
    to any indemnity being given on an “after-tax basis” mean that the amount payable pursuant to that indemnity shall
    be calculated in such a manner as will ensure that, after taking into account:
	 	 	 	 
	 	 	(a)	any
    tax (or amount in respect of tax) required to be deducted or withheld from the indemnity payment; and
	 	 	 	 
	 	 	(b)	any
    other tax chargeable as a result of the making or receipt of the indemnity payment,
	 	 	 	 
	 	 	the
    person entitled to the benefit of the indemnity is left with the same net amount as it would have had in the absence of such
    deduction, withholding or other tax.


 


	 	2	Licence
	 	 	 	 
	 	2.1	Licence
    Grant
	 	 	 	 
	 	 	2.1.1	Subject
    to the terms of this Agreement, Vernalis hereby grants to Anebulo an exclusive, royalty-bearing licence (with the right to
    grant sublicenses pursuant to Section 2.2) under the Vernalis Licensed IP to Exploit the Vernalis Licensed Compounds and the
    Licensed Products in the Field in the Territory.
	 	 	 	 
	 	 	2.1.2	Vernalis
    hereby grants to Anebulo (and its Affiliates and Sublicensees) access to, and a right of reference with respect to, any Regulatory
    Materials, to the extent Controlled by Vernalis at the Commencement Date, for the purposes of Exploiting the Vernalis Licensed
    Compound and Licensed Products in the Field in the Territory. Vernalis agrees to execute, acknowledge, and deliver any further
    documents or instruments and to perform all such other acts as may be reasonably necessary or appropriate in order to effect
    such right of reference.


 




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	 	 	2.1.3	The
    licence granted in Clause 2.1.1 has been made exclusive on the following basis (i) the parties believe, in good faith, that
    the licence will facilitate the introduction of a new pharmaceutical drug in the Territory; (ii) the parties believe there
    is a high risk of failure in respect of the commercial viability of the Development contemplated by this Agreement, because
    it involves development and regulatory approval of a new drug, the safety and efficacy of which is not yet known; (iii) in
    order to obtain necessary regulatory approvals and to develop a commercially marketable Licensed Product, Anebulo will be
    obliged to finance and support substantial research, including development of Anebulo Arising IP, which will require Anebulo
    and/or its Affiliates and Sublicensees to make a large investment of time and capital; (iv) in order to Manufacture and market
    a Licensed Product, Anebulo will be obliged to make a considerable investment in product development, clinical testing, and
    tooling-up or re-tooling of existing facilities and to accommodate an attendant period of lead-time; and (v) the investments
    referred to in (iii) and (iv) may ultimately result in no appreciable return to Anebulo.
	 	 	 	 
	 	2.2	Sublicensing
	 	 	 	 
	 	 	2.2.1	Anebulo
    shall be entitled to sublicense (including through multiple tiers) the rights granted to it under Clause 2.1 above to any
    person with similar or greater financial resources and expertise as Anebulo, provided such person is not developing or commercialising
    any product (whether a pipeline asset or a marketed product) which (i) contains a CB1 antagonist or (ii) is for the same indication
    covered or proposed to be covered by a Phase II Clinical Trial, a Pivotal Clinical Trial, an application for a Marketing Authorisation
    or a granted Marketing Authorisation for the Licensed Product. If Anebulo or a Sublicensee wishes to grant a sub-license to
    any person that does not meet the above criteria then it shall not do so without Vernalis’ prior written consent (such
    consent not to be unreasonably withheld or delayed). Any person to which Anebulo grants a sublicence and to which any further
    tiers of sublicence are granted, each pursuant to this Clause 2.2.1, shall be a “Sublicensee”. In the event
    that Anebulo grants one or more sublicences pursuant to Clause 2.2.1, Anebulo shall remain responsible for all of its obligations
    under this Agreement and shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement.
    If the acts or omissions of any Sublicensee cause Anebulo to be in breach of this Agreement, Anebulo shall be responsible
    for such breach regardless of any remedy which either (a) Vernalis may have against the Sublicensee or (b) Anebulo may have
    against the Sublicensee for breach of the sublicense; provided, however, that if default by a Sublicensee of its material
    obligations gives rise to Vernalis’ right of termination under this Agreement, Vernalis shall not be entitled to terminate
    this Agreement if, within sixty (60) days after receipt of written notice thereof from Vernalis (or thirty (30) days in the
    case of breach of a payment obligation), Anebulo has either (i) caused such Sublicensee to take actions to cure such default,
    or (ii) terminated its sublicense agreement with such Sublicensee and taken actions to cure such default. Any such permitted
    sublicences shall be consistent with and expressly made subject to the terms and conditions of this Agreement. Anebulo shall
    provide a copy of any sublicence agreement executed by Anebulo or any Sublicensee to Vernalis within ten (10) Business Days
    of its execution, (which copy may be redacted  to delete information not relevant to determining whether such sublicense
    is consistent with the provisions of this Agreement).


 




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	 	 	2.2.2	In
    the event of termination of this Agreement with respect to any Vernalis Licensed Compound or Licensed Product, any sublicence
    granted by Anebulo pursuant to Clause 2.2.1 shall automatically terminate. In event of such termination, any Sublicensee that
    Anebulo notifies to Vernalis in writing is in good standing under its sublicense agreement with Company will have the right
    to request a new direct license with Vernalis on substantially the same terms and conditions as those in this Agreement and
    Vernalis agrees to consider such request and negotiate any license in good faith, provided that Vernalis shall have no obligation
    to grant any such license or assume or agree to any additional obligations beyond those set forth in this Agreement.
	 	 	 	 
	 	2.3	No
    Other Rights Granted by Vernalis
	 	 	 	 
	 	 	Except
    as expressly provided in this Clause 2, Vernalis grants no other right or licence, including any rights or licences to the
    Vernalis Licensed IP or any other Know How or intellectual property rights not otherwise expressly granted in this Clause
    2.
	 	 	 	 
	 	3	Conduct
    of Development and Commercialisation
	 	 	 	 
	 	3.1	API
    Purchase
	 	 	 	 
	 	 	Anebulo
    shall have the right (but not the obligation) to purchase the API from Vernalis on an “as is” basis with no product
    warranties as to quality, fitness for purpose or anything else for the sum of twenty thousand USD ($20,000). If Anebulo wishes
    to exercise this right Anebulo must notify Vernalis in writing within six (6) months of the Commencement Date and the API
    will be supplied upon delivery terms to be agreed before the API is shipped Vernalis shall issue an invoice for the amount
    due and Anebulo shall pay such amount within thirty (30) days of the invoice date, to the bank account stipulated at Schedule
    2 or such other bank account as Vernalis may notify to Anebulo from time to time.
	 	 	 	 
	 	3.2	Decision
    Making and Costs
	 	 	 	 
	 	 	As
    between the Parties, all decisions relating to the Exploitation of any Vernalis Licensed Compounds and Licensed Product shall
    be in the sole discretion of Anebulo and shall be carried out by Anebulo or its Sublicensees and they shall be responsible
    for all costs and expenses in connection with the Exploitation of Vernalis Licensed Compound and Licensed Product.
	 	 	 	 
	 	3.3	Compliance
    with Applicable Law
	 	 	 	 
	 	 	Anebulo
    shall, and shall cause its Sublicensees to, comply with all Applicable Law with respect to the Exploitation of Vernalis Licensed
    Compounds and Licensed Products.


 




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	 	3.4	Marketing
    Authorisations
	 	 	 	 
	 	 	Anebulo
    or its Sublicensees shall have the sole right and responsibility for conducting communications with Regulatory Authorities
    with respect to Licensed Product in the Territory, and for preparing, submitting, prosecuting and maintaining all filings
    and applications required to be made to any Regulatory Authority to obtain any necessary or commercially desirable Marketing
    Authorisations and other approvals, consents or licences to Exploit Licensed Products, including any filings and applications
    to any Regulatory Authority for any pricing or reimbursement approval required or commercially desirable. Anebulo or its Sublicensees
    shall, respectively, own all right, title and interest in all the filings and applications made to, and all the approvals,
    consents or licences issued by, any Regulatory Authority and they shall be responsible for all costs and expenses in connection
    with clinical trials and securing regulatory approvals.
	 	 	 	 
	 	3.5	Transfer
    of Regulatory Materials and Other Data.
	 	 	 	 
	 	 	For
    a period of six (6) months from the Commencement Date Anebulo shall have access to the Regulatory Materials Controlled by
    Vernalis stored in the Data Room to print, download or otherwise transfer (the “Vernalis Regulatory Materials”)
    including any study reports that are owned or Controlled by Vernalis from all non-clinical trials and clinical trials for
    the Vernalis Licensed Compounds and Licensed Products (the “Vernalis Licensed Compound Information”). During
    that six (6) month period Vernalis will provide reasonable assistance to Anebulo with respect to questions it may have on
    the Vernalis Regulatory Materials and/or the Vernalis Licensed Compound Information and provide access to such additional
    supporting information that is in existence and Controlled by Vernalis as Anebulo may reasonably request provided that Vernalis
    shall have no obligation to create new data or documents for this purpose.


 


	 	4	Diligence
    and Reporting
	 	 	 	 	 
	 	4.1	Diligence
	 	 	 	 	 
	 	 	4.1.1	Anebulo
    shall use Commercially Reasonable Efforts to Exploit the Vernalis Licensed Compound or Licensed Product, at its own cost and
    expense, including to obtain and maintain Marketing Authorisations and any necessary or desirable pricing or reimbursement
    approvals for one or more Licensed Products in the Field throughout the Territory, and to maximise sales for the benefit of
    all Parties. The Parties agree that Anebulo’s diligence obligations under this Agreement shall be deemed satisfied through
    use of Commercially Reasonable Efforts to Exploit the Vernalis Licensed Compound or Licensed Product in at least i) the USA
    or ii) each of the UK, France, Germany, Spain and Italy .
	 	 	 	 	 
	 	 	4.1.2	Without
    limitation to the foregoing, Anebulo shall use Commercially Reasonable Efforts (and shall keep Vernalis fully informed of
    such efforts) to, in each case, within the time period set forth below with respect to each obligation:
	 	 	 	 
	 	 	 	(a)	dose
    a patient as part of a Phase II Clinical Trial of Licensed Product in the Field in the Territory within twenty-four (24) months
    of the Commencement Date; and


 




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	 	 	 	(b)	dose
    a patient as part of a Pivotal Clinical Trial of Licensed Product in the Field in the Territory within forty-eight (48) months
    of the Commencement Date.
	 	 	 	 	 
	 	 	4.1.3	At
    the request of Anebulo the time periods specified in Clause 4.1.2(a) and/or Clause 4.1.2(b) can be extended by a further twelve
    (12) months in return for the payment by Anebulo to Vernalis of one hundred thousand USD ($100,000) for each such extension.
    If Anebulo wishes to extend either of these periods it must notify Vernalis in writing before the expiry of the relevant period
    whereupon Vernalis shall issue an invoice for the amount due and Anebulo shall pay such amount within thirty (30) days of
    the invoice date, to the bank account stipulated at Schedule 2 or such other bank account as Vernalis may notify to Anebulo
    from time to time.


 


	 	4.2	Records
	 	 	 	 
	 	 	Anebulo
    shall maintain records in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes,
    and in compliance with Applicable Law, which shall be materially complete and accurate and shall properly reflect all work
    done and results achieved in the performance of its Development and Commercialisation activities. Such records shall be retained
    by Anebulo for such period as may be required by Applicable Law.
	 	 	 	 
	 	4.3	Reports
    and requests for additional information
	 	 	 	 
	 	 	4.3.1	Upon
    the first anniversary of the Commencement Date and thereafter at least once every 12 months with respect to each Licensed
    Product and Vernalis Licensed Compound, Anebulo shall provide Vernalis with a detailed report summarizing the Development
    and Commercialisation activities that it, together with each Affiliate and Sublicensee, has performed, or caused to be performed,
    since the preceding report, and the future activities it expects it and them to initiate during the ensuing 12 month period
    and shall answer any questions Vernalis may have on such report.
	 	 	 	 
	 	 	4.3.2	Anebulo
    shall notify Vernalis within thirty (30) days after the grant of a Marketing Authorisation.
	 	 	 	 
	 	 	4.3.3	If
    at any time Vernalis has a reasonable basis to believe that Anebulo is in breach of its obligations under Clause 4.1, then
    Vernalis shall so notify Anebulo, specifying the basis for its belief and, without limitation to any other right or remedy
    available to Vernalis hereunder, at Vernalis’ request, the Parties shall meet within thirty (30) days after such notice
    to discuss in good faith Vernalis’ concerns with respect to each Licensed Product and Vernalis Licensed Compound.
	 	 	 	 
	 	4.4	Breach
    shall constitute material breach
	 	 	 	 
	 	 	Vernalis
    shall be entitled to treat any breach by Anebulo of its obligations under Clause 4.1 as a material breach of this Agreement
    for the purposes of Clause 11.2.1. 


 




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	 	5	Fees,
    Milestone and Royalty Payments
	 	 	 	 
	 	5.1	Signature
    Fee
	 	 	 	 
	 	 	Within
    five (5) Business Days of the execution of this Agreement, Anebulo shall pay to Vernalis a non-refundable signature fee of
    one hundred and fifty thousand USD ($150,000).
	 	 	 
	 	5.2	Development
    Milestones
	 	 	 	 
	 	 	5.2.1	Anebulo
    shall pay to Vernalis each of the following non-refundable amounts for the Licensed Product when it achieves the relevant
    milestone event set out below (each a “Development Milestone”).


 


	Milestone	 	Payment
    Obligation Upon Achievement of a Development Milestone
	1	Dosing
    of the first patient in the first Phase II Clinical Trial for a Licensed Product	 	Three
    hundred and fifty thousand USD ($350,000) once only
	 	 	 	 
	2	Dosing
    of the first patient in the first Pivotal Clinical Trial for a Licensed Product	 	One
    million USD ($1,000,000) once only
	 	 	 	 
	3	Acceptance
    for filing of a Marketing Authorisation by the relevant Regulatory Authority in Europe, the UK, the USA, China or Japan	 	Five
    hundred thousand ($500,000) for each of the first three such acceptances
	 	 	 	 
	4	Grant
    of a Marketing Authorisation for a Licensed Product in the USA	 	Three
    million USD ($3,000,000) for each of the first three such grants
	 	 	 	 
	5	Grant
    of a Marketing Authorisation for a Licensed Product covering a European country or the UK	 	Three
    million USD ($3,000,000) for each of the first three such grants
	 	 	 	 
	6	Grant
    of a Marketing Authorisation for a Licensed Product in China or Japan	 	Three
    million USD ($3,000,000) for each of the first three such grants


 


	 	 	5.2.2	The
    total development milestone payments for which Anebulo may be obligated to pay Vernalis under this Agreement is twenty-nine
    million eight hundred and fifty thousand USD ($29,850,000).


 




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	 	 	5.2.3	The
amount stipulated as payable for each Development Milestone in the table above shall be payable by Anebulo to Vernalis in accordance
with Clause 5.2.4for the number of occurrences set out in Clause 5.2.1, irrespective of the number of Licensed Products or the
number of times a Development Milestone is achieved beyond this number, whether by Anebulo alone or in combination with or by
one or more Affiliates or Sublicensees. Where the regulatory process for a Licensed Product is accelerated such that a particular
Development Milestone in any of rows 1-2 in the table above is not required by the relevant Regulatory Authority, the payment
in respect of such Development Milestone(s) shall become due and payable upon the occurrence of the next Development Milestone
in the table above. If either of the Development Milestones in rows 1-2 of the table above has not been paid at the time of filing
of the first Marketing Authorisation in any of the USA, Europe, the UK, China or Japan then such Development Milestones shall
become due and payable immediately. 

	 	 	 	 
	 	 	5.2.4	Anebulo
    shall provide Vernalis with written notice promptly upon each occurrence of the achievement of a Development Milestone for
    which a payment is due to Vernalis pursuant to Clause 5.2.1. On such occurrence, Vernalis shall issue an invoice for the amount
    due and Anebulo shall pay such amount within thirty (30) days of such occurrence, to the bank account stipulated at Schedule
    2 or such other bank account as Vernalis may notify to Anebulo from time to time.
	 	 	 	 
	 	5.3	Sales
    Milestones
	 	 	 	 
	 	 	5.3.1	Anebulo
    shall pay to Vernalis each of the following non-refundable amounts if a Licensed Product achieves the relevant milestone event
    set out below (each a “Sales Milestone”).


 


	Sales
    Milestone	 	Payment
    Obligation Upon Achievement of Sales Milestone
	1	First
    calendar year when cumulative Annual Net Sales of Licensed Product in the Territory exceed five hundred million USD ($500,000,000)	 	Ten
    million USD ($10,000,000) once only
	 	 	 	 
	2	First
    calendar year when cumulative Annual Net Sales of Licensed Product in the Territory exceed one thousand million USD ($1,000,000,000)	 	Twenty-five
    million USD ($25,000,000) once only


 


	 	 	5.3.2	The
    amount stipulated as payable for each Sales Milestone in the table above shall be payable by Anebulo to Vernalis in accordance
    with Clause 5.3.3 when the Sales Milestone is achieved, whether by Anebulo alone or in combination with or by one or more
    Affiliates or Sublicensees.
	 	 	 	 
	 	 	5.3.3	Anebulo
    shall provide Vernalis with written notice promptly upon each occurrence of the achievement of a Sales Milestone. On such
    occurrence, Vernalis shall issue an invoice for the amount due and Anebulo shall pay such amount within thirty (30) days of
    such occurrence, to the bank account stipulated at Schedule 2 or such other bank account as Vernalis may notify to Anebulo
    from time to time.


 




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	 	5.4	Royalties
	 	 	 	 
	 	 	5.4.1	In
    further consideration of the licence granted by Vernalis to Anebulo under Clause 2.1, subject to Clause 5.4.5, Anebulo shall,
    subject to the other terms and conditions of this Agreement, pay Vernalis royalties on a Licensed Product-by-Licensed Product
    basis (“Royalties”), according to the portions of Annual Net Sales at the rates set out below:


 


	 	Annual
    Net Sales of Licensed Product in the Territory in USD($)	 	Royalty
    percentage payable on portion of Net Sales of such Licensed Product (%)
	 	Less
    than five hundred million USD ($500,000,000)	 	2
	 	 	 	 
	 	Five
    hundred million USD ($500,000,000) or more and less than or equal to one billion USD ($1,000,000,000)	 	4
	 	 	 	 
	 	One
    billion USD ($1,000,000,000) or more and less than or equal to one billion five hundred million USD ($1,500,000,000)	 	5
	 	 	 	 
	 	In
    excess of one billion five hundred million USD ($1,500,000,000)	 	6


 


	 	 	5.4.2	All
    Licensed Product containing the Vernalis Licensed Compound shall be treated as a single Licensed Product for the basis of
    this calculation, regardless of its form, presentation, delivery system, dosage or formulation.
	 	 	 	 
	 	 	5.4.3	Anebulo’s
    obligation to pay Royalties to Vernalis under Clause 5.4.1 on Net Sales shall, on a Licensed Product-by-Licensed Product and
    country-by-country basis, begin on First Commercial Sale and shall terminate on the later to occur of:
	 	 	 	 	 
	 	 	 	(a)	the
    tenth (10th) anniversary of the First Commercial Sale of the given Licensed Product in such country in the Territory; and
	 	 	 	 	 
	 	 	 	(b)	the
expiration date in such country of the Regulatory Exclusivity applicable to the given Licensed Product, 
	 	 	 	 	 
	 	 	 	(the “Royalty Term”).


 




    	Page 19



    	 



    

 


	 	 	5.4.4	Upon
    expiry of the Royalty Term with respect to a Licensed Product in a country the licence granted to Anebulo in Clause 2.1 shall
    become non-exclusive, irrevocable and fully paid-up (subject to any outstanding Sales Milestones) with respect to such Licensed
    Product in such country and Net Sales of such Licensed Product in such country shall be excluded from the Royalty calculations
    set out in Clause 5.4.1. For the avoidance of doubt, the expiry of the Royalty Term with respect to a particular country for
    a given Licensed Product shall not result in the termination of the Royalty Term for any other Licensed Product with respect
    to that country or any other country.
	 	 	 	 
	 	 	5.4.5	If,
    during a given Calendar Quarter during the Royalty Term on a Licensed Product-by-Licensed Product and country-by-country basis
    a first commercial sale is made of a Generic Product in the relevant country, but there is not Generic Competition in such
    country, then the royalty rate set forth in Clause 5.4.1 shall be reduced by 25% for Net Sales of such Licensed Product in
    such country. For example, for sales of less than five hundred million USD ($500,000,000) of Licensed Product, the royalty
    rate shall be reduced from 2% to 1.5%. Notwithstanding the foregoing, if any a given Calendar Quarter there is there is Generic
    Competition in such country, then the royalty rate set forth in Clause 5.4.1 shall be reduced to 50% of the royalty rate that
    would be applicable for Net Sales of such Licensed Product in such country. For example, for sales of less than five hundred
    million USD ($500,000,000) of Licensed Product, the royalty rate shall be reduced from 2% to 1%.
	 	 	 	 
	 	5.5	Royalty
    Procedures
	 	 	 	 
	 	 	5.5.1	During
    the Term, following the First Commercial Sale of Licensed Product, Anebulo shall on or before the thirtieth (30th) day following
    the end of each Quarter deliver to Vernalis a written report for that Quarter showing, in each case on a country-by-country
    and Licensed Product-by-Licensed Product basis: (i) invoiced sales and Net Sales; (ii) the exchange rates used to calculate
    such Royalties, which shall be in accordance with Clause 5.5.4; (iii) the number of units of Licensed Product sold; and (iv)
    the amount of Royalties due on such Net Sales (calculated in accordance with Clause 5.4).
	 	 	 	 
	 	 	5.5.2	Vernalis
    shall issue an invoice for the Royalties payable according to this Agreement and the written report delivered by Anebulo to
    Vernalis in accordance with Clause 5.5.1. Anebulo acknowledges and agrees that all such invoices shall be issued by Vernalis
    in reliance on the information provided by Anebulo. Neither the issue of any such invoice nor receipt of payment, shall be,
    nor shall either be deemed to be, acceptance by Vernalis of the accuracy of any written report and shall in each case be without
    prejudice to Vernalis’ rights to audit or dispute the amount of Royalties payable.
	 	 	 	 
	 	 	5.5.3	Anebulo
    shall, within thirty (30) days of receipt of the relevant invoice in accordance with Clause 5.5.2, pay to Vernalis, in USD
    ($) by telegraphic transfer to the bank account set out at Schedule 2 (or such other bank account as Vernalis may notify to
    Anebulo from time to time) the amount stated in such invoice.


 




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	 	 	5.5.4	The
    functional currency for accounting will be USD. Except as the Parties otherwise mutually agree, for billing and reporting,
    Net Sales will be converted into USD using the currency exchange rates quoted by Bloomberg Professional, a service
    of Bloomberg L.P., or in the event Bloomberg Professional is not available then The Wall Street Journal using
    the average monthly rate of exchange for the month to which Net Sales were dated.
	 	 	 	 
	 	5.6	Records
    and Audits
	 	 	 	 
	 	 	5.6.1	Anebulo
    shall keep, and shall cause its Sublicensees and its and their Affiliates to keep, complete and accurate books and financial
    records containing all data necessary for the calculation of the amounts payable by Anebulo pursuant to this Agreement, which
    books and financial records shall be kept in accordance with UK GAAP (or the generally accepted accounting practice in the
    country in which the Sublicensee and any Affiliate of Anebulo or any Sublicensee is established), consistently applied, and
    shall be retained by Anebulo, its Sublicensees and its and their Affiliates as appropriate, until six (6) years after the
    end of the calendar year to which they relate.
	 	 	 	 
	 	 	5.6.2	Upon
    the written request of Vernalis, and not more than once each calendar year, Anebulo shall permit (and shall procure that its
    Sublicensees and its and their Affiliates shall permit) an independent certified public accounting firm of internationally
    recognised standing selected by Vernalis, and reasonably acceptable to Anebulo, to inspect and audit, during normal business
    hours and upon reasonable prior written notice, such of the records of Anebulo, its Sublicensees and its or their Affiliates
    as may be reasonably necessary to verify the accuracy of the reports provided in accordance with Clause 5.6.1 for any year
    ending not more than six (6) years prior to the date of such request for the sole purpose of verifying the basis and accuracy
    of the royalty payments made under this Agreement in respect of Licensed Products. If such accounting firm concludes that
    Anebulo owed additional amounts to Vernalis during such period, Anebulo shall pay Vernalis the difference between the amount
    actually owed, as determined by the accounting firm, and the amount actually paid by Anebulo, with interest calculated in
    accordance with Clause 5.6.3 from the date originally due to the date of payment, within thirty (30) days after the date on
    which such accounting firm’s written report is delivered to Anebulo. If the accounting firm determines that there has
    been an underpayment of more than five per cent (5%), Anebulo shall bear all costs related to such audit otherwise Vernalis
    shall bear the cost of such audit. All books and financial records made available for inspection or audit shall be deemed
    to be Anebulo’s or its Sublicensees’ Confidential Information. For the avoidance of doubt, any such independent
    accounting firm shall, prior to such inspection, enter into a confidentiality agreement in a form reasonably acceptable to
    Anebulo and its Sublicensees. The accounting firm shall disclose to the Parties whether or not the payment in question was
    accurately calculated by Anebulo and the specific details concerning any discrepancies but no other information shall be provided
    to Vernalis.



 



    	Page 21



    	 



    

 


	 	 	5.6.3	Any
    payment that is not paid on the date such payment is due under this Agreement shall bear interest at a rate equal to the lesser
    of one percent (1%) per annum above the Bank of England’s base rate and the maximum rate permitted by law, calculated
    on the number of days such payment is delinquent, compounded monthly.
	 	 	 	 
	 	5.7	Withholding
	 	 	 	 
	 	 	5.7.1	All
    sums payable to Vernalis under or in connection this Agreement shall be paid free and clear of any deduction or withholding
    for or on account of tax, set-offs or counterclaims whatsoever, save for any deduction or withholding required by Applicable
    Law. If any deduction or withholding is required by Applicable Law to be made from such a sum, Anebulo shall pay to Vernalis
    such additional amount as is necessary to ensure that, after any such deduction or withholding, Vernalis is left with the
    same net amount it would have received in the absence of any requirement to make a deduction or withholding..
	 	 	 	 
	 	 	5.7.2	Any
    such deduction or withholding which is required to be made shall be made in the minimum amount required by Applicable Law
    and Anebulo shall on request provide to Vernalis evidence reasonably satisfactory to Vernalis that the withholding or deduction
    has been made and duly accounted for to the relevant tax authority.
	 	 	 	 
	 	5.8	VAT
	 	 	 	 
	 	 	All
    sums payable to Vernalis under this Agreement are stated exclusive of VAT. Accordingly, Anebulo shall (on receipt of a valid
    VAT invoice) pay to Vernalis, in addition to any other amounts payable under this Agreement, an amount equal to any VAT for
    which Vernalis (or any member of any VAT group of which Vernalis is a member) is liable to account in relation to any supply
    made or deemed for VAT purposes to be made in connection with this Agreement or the transactions contemplated by it.
	 	 	 	 
	 	6	Intellectual
    Property – Ownership
	 	 	 	 
	 	6.1	As
    between the Parties any and all Vernalis Licensed IP is and shall remain owned solely by Vernalis.
	 	 	 
	 	6.2	As
    between the Parties any and all Anebulo IP is and shall remain owned solely by Anebulo.
	 	 	 
	 	7	Intellectual
    Property – Prosecution, Enforcement and Maintenance of Anebulo Patent Rights
	 	 	 	 
	 	 	Anebulo
    shall have the sole right (but not the obligation), at its own cost and expense, to file, prosecute, enforce and maintain
    the Anebulo Patent Rights in its own name.
	 	 	 	 
	 	8	Representation,
    Warranties and Covenants
	 	 	 
	 	8.1	Mutual
    Representations and Warranties
	 	 	 	 
	 	 	Vernalis
    and Anebulo each represents and warrants, as of the Commencement Date, as follows:
	 	 	 	 
	 	 	8.1.1	it
    is a company duly organised, validly existing, and in good standing under the laws of the jurisdiction of its organisation,
    and has all requisite power and authority, corporate or otherwise, to execute, deliver, and perform this Agreement;


 




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	 	 	8.1.2	it
    is not under any obligation, contractual or otherwise, to any person that conflicts with or is inconsistent in any material
    respect with the terms of this Agreement, or that would have a material adverse effect on the diligent and complete fulfilment
    of its obligations under this Agreement;
	 	 	 	 
	 	 	8.1.3	this
    Agreement is a legal, valid, and binding obligation of such Party enforceable against it in accordance with its terms and
    conditions, subject to the effects of bankruptcy, insolvency, or other laws of general application; and
	 	 	 	 
	 	 	8.1.4	neither
    it nor any of its Affiliates or employees is a party to any dispute, investigation or similar action that would have a material
    adverse impact on its ability to perform and comply with the terms of this Agreement.
	 	 	 	 
	 	8.2	Additional
    Representations, Warranties and Covenants of Vernalis
	 	 	 
	 	 	Vernalis
    further represents and warrants, as of the Commencement Date, and in respect of Clause 8.2.3 only covenants as follows:
	 	 	 	 
	 	 	8.2.1	Vernalis
    Controls the Vernalis Licensed IP, the Vernalis Regulatory Materials and Vernalis Licensed Compound Information as of the
    Commencement Date (and no Third Party has any right or interest in them) and has the right to grant the licences specified
    in this Agreement;
	 	 	 	 
	 	 	8.2.2	Vernalis
    has not received any written notice of, and has not been served with, any Third Party claims, suits or actions issued in any
    court or competent tribunal alleging either infringement or misappropriation of intellectual property rights owned or controlled
    by such Third Party by the manufacture, use or sale of the Vernalis Licensed Compound;
	 	 	 	 
	 	 	8.2.3	As
    of the Commencement Date and during the Term, Vernalis has not and will not, and will cause its Affiliates not to, grant to
    any Third Party rights that encumber, diminish, or conflict with the rights granted to Anebulo hereunder with respect to the
    Vernalis Licensed Compound, Vernalis Licensed IP, the Vernalis Regulatory Materials and Vernalis Licensed Compound Information;
    and
	 	 	 	 
	 	 	8.2.4	Neither
    Vernalis nor any of its Affiliates has been debarred nor is or are subject to debarment, nor have they have used in any capacity,
    in connection with the Development and Manufacture of the Vernalis Licensed Compound prior to the Commencement Date, any person
    who has been debarred pursuant to Section 306 of the United States Food, Drug, and Cosmetic Act, or any equivalent legislation
    in any other jurisdiction, or who is the subject of a conviction described in such section or equivalent legislation.


 




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	 	8.3	Additional
    Representations, Warranties and Covenants of Anebulo
	 	 	 
	 	 	Anebulo
    further represents and warrants to Vernalis, as of the Commencement Date, and covenants as follows:
	 	 	 	 
	 	 	8.3.1	Anebulo
    (a) agrees it will need to conduct its own investigation and analysis of (i) the Patent Rights and other proprietary rights
    of Third Parties as such rights relate to the Exploitation of the Licensed Compound and Licensed Product and (ii) the potential
    infringement thereof, (b) understands the complexity and uncertainties associated with possible claims of infringement of
    Patent Rights or other proprietary rights of Third Parties, particularly those relating to pharmaceutical products, and (c)
    acknowledges and agrees that it is solely responsible for the risks of such claims;
	 	 	 	 
	 	 	8.3.2	neither
    Anebulo nor any of its Affiliates owns, or is a licensee of, any Patent Rights which cover (i) a Vernalis Licensed Compound
    or (ii) a Licensed Product; and
	 	 	 	 
	 	 	8.3.3	Neither
    Anebulo nor any of its Affiliates or Sublicensees has been debarred nor is or are subject to debarment, and it will not, and
    shall procure that its Affiliates and Sublicensees will not, use in any capacity, in connection with the work to be performed
    under this Agreement, any person who has been debarred pursuant to Section 306 of the United States Food, Drug, and Cosmetic
    Act, or any equivalent legislation in any other jurisdiction, or who is the subject of a conviction described in such section
    or equivalent legislation. Anebulo shall inform Vernalis in writing promptly if it or any such person is debarred or is the
    subject of a conviction described in Section 306 or any equivalent legislation in any jurisdiction, or any investigation or
    claim in relation to the same.
	 	 	 	 
	 	8.4	 Disclaimer of Warranties
	 	 	 	 
	 	 	Except
    for the express warranties set forth in this Agreement, neither Party makes any representations or grants any warranties,
    express or implied, either in fact or by operation of Applicable Law or otherwise, and each Party specifically disclaims any
    other warranties, whether written or oral, or express or implied, including any warranty of quality, merchantability, or fitness
    for a particular use or purpose or any warranty as to the validity of any Patent Rights or the non- infringement of any Patent
    Rights of Third Parties.
	 	 	 	 
	 	9	Indemnification
    and Liability
	 	 	 
	 	9.1	Indemnification
    by Anebulo
	 	 	 
	 	 	Anebulo
    shall fully indemnify, and at all times keep Vernalis, its Affiliates and their Personnel (the “Vernalis Indemnified
    Parties”) fully indemnified against any and all:
	 	 	 	 
	 	 	9.1.1	liabilities,
    damages, costs, expenses and other sums paid or payable by the Indemnified Parties to a Third Party arising from any claim,
    action or proceeding brought by a Third Party against a Vernalis Indemnified Party to the extent that such claim, action or
    proceeding arises out of or results from:


 


	 	 	 	(a)	any
    breach by Anebulo of its representations, warranties or obligations under this Agreement, or Anebulo’s negligence or
    wilful misconduct;


 




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	 	 	 	(b)	any
    Exploitation by or on behalf of Anebulo, its Sublicensees, or its or their Affiliates of the Vernalis Licensed Compound or
    Licensed Product;
	 	 	 	 	 
	 	 	 	(c)	any
    possession or use by a Third Party of the Vernalis Licensed Compound or Licensed Product manufactured or supplied by or on
    behalf of Anebulo, its Sublicensees, or its or their Affiliates; and
	 	 	 	 	 
	 	 	 	(d)	any
    breach by Anebulo, its Sublicensees, or its or their Affiliates of Applicable Law 
	 	 	 	 
	 	 	(a
    “Vernalis Indemnity Claim”); and
	 	 	 	 
	 	 	9.1.2	the
    Vernalis Indemnified Parties’ reasonable and documented legal expenses and expert’s fees incurred in relation
    to any Indemnity Claim, 
	 	 	 	 
	 	 	provided, however, that Anebulo shall not be responsible for the indemnification or defense of any Vernalis Indemnified Party to the extent arising from any negligent or intentional acts by any Vernalis Indemnified Party, or the breach by Vernalis of any representation, warranty or obligation under this Agreement.
	 	 	 	 
	 	9.2	Indemnification
    by Vernalis
	 	 	 	 	 
	 	 	Vernalis
    shall fully indemnify, and at all times keep Anebulo, its Affiliates and their Personnel (the “Anebulo Indemnified
    Parties”) fully indemnified against any and all:
	 	 	 	 	 
	 	 	9.2.1	liabilities,
    damages, costs, expenses and other sums paid or payable by the Anebulo Indemnified Parties to a Third Party arising from any
    claim, action or proceeding brought by a Third Party against a Anebulo Indemnified Party to the extent that such claim, action
    or proceeding arises out of or results from:
	 	 	 	 	 
	 	 	 	(a)	any
    breach by Vernalis of its representations, warranties or obligations under this Agreement, or Vernalis’ negligence or
    willful misconduct; and
	 	 	 	 	 
	 	 	 	(b)	any
    breach by Vernalis or its Affiliates of Applicable Law
	 	 	 	 	 
	 	 	 	(an
    “Anebulo Indemnity Claim”); and


 




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	 	 	9.2.2	the
    Anebulo Indemnified Parties’ reasonable and documented legal expenses and expert’s fees incurred in relation to
    any Anebulo Indemnity Claim,
	 	 	 	 
	 	 	provided, however, that Vernalis shall not be responsible for the indemnification or defense of any Anebulo Indemnified Party to the extent arising from any negligent or intentional acts by any Anebulo Indemnified Party, or the breach by Anebulo of any representation, warranty or obligation under this Agreement.
	 	 	 	 
	 	9.3	Indemnification
    Procedure
	 	 	 
	 	 	Each
    Party (the “Indemnified Party”) shall, promptly after notification from the other Party (the “Indemnifying
    Party”) of a Vernalis Indemnity Claim or Anebulo Indemnity Claim, as applicable (each, an “Indemnity Claim”),
    assume conduct of the Indemnity Claim, including the right to conduct any proceedings or action, negotiate the settlement
    of the Indemnity Claim and conduct all discussions and dispute resolution efforts in connection with the Indemnity Claim.
    The Indemnified Party shall, at the Indemnifying Party’s cost and expense and reasonable request, give the Indemnifying
    Party reasonable assistance in connection with the conduct of the Indemnity Claim. The Indemnifying Party shall not (and shall
    procure that its respective Indemnified Parties do not) admit liability in respect of, or compromise or settle, any Indemnity
    Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld or delayed)
	 	 	 
	 	9.4	Indirect,
    consequential and other losses
	 	 	 
	 	 	Except
    to the extent resulting from a Party’s gross negligence or wilful misconduct, neither Party shall be liable to the other
    for any special, incidental, punitive or consequential damages arising out of this Agreement or the exercise of its rights
    hereunder, whether in contract, tort, negligence, breach of statutory duty or otherwise, regardless of any notice of such
    damages. Nothing in this Section 9.4 is intended to limit or restrict the indemnification rights or obligations of either
    Party under this Clause 9, or damages available for breaches of confidentiality obligations in Clause 10.
	 	 	 
	 	9.5	Insurance
	 	 	 
	 	 	Anebulo
    shall have and maintain at its own expense with a reputable insurance company such type and amounts of insurance covering
    its Exploitation of the Vernalis Licensed Compound and Licensed Product as is (a) normal and customary in the pharmaceutical
    industry generally for parties similarly situated and (b) otherwise required by Applicable Law. Upon request by Vernalis,
    Anebulo shall provide certificates of insurance evidencing compliance with this Clause 9.5.
	 	 	 
	 	10	Confidentiality
	 	 	 	 
	 	10.1	 Each Party shall, and shall cause its officers, directors, employees and agents to:
	 	 	 	 
	 	 	10.1.1	keep
    confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose,
    any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to
    the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary for the
    performance of, or the exercise of such Party’s rights under, this Agreement; and


 




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	 	 	10.1.2	ensure
    that only those of its officers, directors, employees, and agents have access to the Confidential Information on a “need
    to know” basis and are informed of the secret and confidential nature of it.
	 	 	 	 
	 	10.2	 The obligations of confidentiality and non-use set out in Clause 10.1 shall not extend to any Confidential Information which:
	 	 	 	 
	 	 	10.2.1	is
    or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no wrongful
    act, fault or negligence on the part of the receiving Party;
	 	 	 	 
	 	 	10.2.2	can
    be demonstrated by documentation or other competent proof to have been in the receiving Party’s possession prior to
    disclosure by the disclosing Party without any obligation of confidentiality with respect to such information;
	 	 	 	 
	 	 	10.2.3	is
    subsequently received by the receiving Party from a Third Party who is not bound by any obligation of confidentiality with
    respect to such information;
	 	 	 	 
	 	 	10.2.4	has
    been published by a Third Party or otherwise enters the public domain through no fault of the receiving Party in breach of
    this Agreement; or
	 	 	 	 
	 	 	10.2.5	can
    be demonstrated by documentation or other competent evidence to have been independently developed by or for the receiving
    Party without reference to the disclosing Party’s Confidential Information.
	 	 	 	 
	 	 	Specific
    aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of
    the receiving Party merely because the Confidential Information is embraced by more general information in the public domain
    or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered
    in the public domain or in the possession of the receiving Party merely because individual elements of such Confidential Information
    are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the
    public domain or in the possession of the receiving Party.
	 	 	 	 
	 	10.3	Each
    Party may disclose Confidential Information to the extent that such disclosure is:
	 	 	 	 
	 	 	10.3.1	made
    in response to a valid order of a court of competent jurisdiction or other Government Authority or, if in the reasonable opinion
    of the receiving Party’s legal counsel, such disclosure is otherwise required by a securities regulator with which such
    Party or its Affiliates are listed; provided, however, that the receiving Party shall first have given notice to the disclosing
    Party and given the disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential
    treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence
    by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided further
    that the Confidential Information disclosed in response to such court or order of a Government Authority shall be limited
    to that information which is legally required to be disclosed in response to such court or governmental order;


 




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	 	 	10.3.2	made
    by or on behalf of the receiving Party to the Government Authorities or Regulatory Authorities as required in connection with
    any filing, application or request for Marketing Authorisation, or to comply with the requirements of any securities exchange,
    including, without limitation, in connection with a public offering, or to a tax authority in connection with the tax affairs
    of the relevant Party; provided, however, that reasonable measures shall be taken to assure confidential treatment of such
    information to the extent practicable and consistent with Applicable Law; or
	 	 	 	 
	 	 	10.3.3	made
    by or on behalf of the receiving Party to the receiving Party’s Affiliates, and actual or potential acquirers, merger
    partners, licensors, licensees, Sublicensees, assignees, subcontractors, investment bankers, investors, other potential financial
    partners and independent contractors, and their respective officers, directors, employees, and agents, in each case who are
    or may become directly involved in or concerned with the carrying out of this Agreement or engaged in advising the receiving
    Party on business or financial matters, on a “need to know” basis; provided, however, that: (i) such persons and
    entities shall use such Confidential Information solely for the purpose of carrying out this Agreement or advising the receiving
    Party on business or financial matters or assessing whether to provide investment or funding to the receiving Party; and (ii)
    such persons and entities are either subject to confidentiality and non-use obligations at least as stringent as the confidentiality
    and non-use obligations provided for in this Clause 10 or bound by substantially similar obligations under law or pursuant
    to rules of professional ethics.
	 	 	 	 
	 	10.4	 Upon the effective date of the termination of this Agreement for any reason, either Party may request in writing, and the other Party shall either, with respect to Confidential Information to which such first Party does not retain rights under the surviving provisions of this Agreement: (a) promptly destroy all copies of such Confidential Information in the possession of the other Party and confirm such destruction in writing to the requesting Party; or (b) promptly deliver to the requesting Party, at the other Party’s expense, all copies of such Confidential Information in the possession of the other Party; provided, however, the other Party shall be permitted to retain one (1) copy of such Confidential Information for the sole purpose of performing any continuing obligations under this Agreement or for archival purposes. Notwithstanding the foregoing, such other Party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such other Party’s standard archiving and back-up procedures, but not for any other use or purpose. All Confidential Information shall continue to be subject to the terms of this Agreement for the period stated in Clause 10.1.


 




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	 	11	Term
    and Termination
	 	 	 
	 	11.1	Term
	 	 	 	 
	 	 	This
    Agreement shall come into force on the Commencement Date and shall continue unless and until terminated in accordance with
    its provisions or until such time as all Royalties and other sums in respect of the Exploitation of the Licensed Product cease
    to be payable in respect of all countries in the Territory in accordance with the terms herein. The period from the Commencement
    Date until the date of expiration of the entire Agreement or termination of this Agreement in its entirety shall be the “Term”.
	 	 	 
	 	11.2	Termination
    for Cause or Insolvency
	 	 	 
	 	 	11.2.1	Each
    of the Parties shall have the right to terminate this Agreement for cause with immediate effect upon giving written notice
    of termination to the other (the “Defaulting Party”) if the Defaulting Party commits a material breach
    of this Agreement which shall not have been remedied within sixty (60) days (or for breaches of payment obligations, thirty
    (30) days) of the receipt by it of a written notice from the other Party identifying the breach and requiring its remedy;
    provided, however, that in the event of a good faith dispute with respect to the existence of a material breach, this Agreement
    shall not be terminated until the dispute is withdrawn or settled in accordance with Clause 14, and the breaching Party fails
    to cure such breach within sixty (60) days (or thirty (30) days for breaches of payment obligations) thereafter.
	 	 	 	 
	 	 	11.2.2	In
    the event that either Party (a) files for protection under bankruptcy or insolvency laws, (b) makes an assignment for the
    benefit of creditors, (c) appoints or suffers appointment of a receiver or trustee over substantially all of its property
    that is not discharged within ninety (90) days after such filing, (d) proposes a written agreement of composition or extension
    of its debts, (e) proposes or is a party to any dissolution or liquidation, (f) files a petition under any bankruptcy or insolvency
    act or has any such petition filed against that is not discharged within sixty (60) days of the filing thereof, or (g) ceases
    for any reason to carry on business, then the other Party may terminate this Agreement in its entirety effective immediately
    upon written notice to such Party, provided that until such notice is served each Party shall have the right to retain and
    enforce their rights under this Agreement
	 	 	 	 
	 	11.3	Termination
    at Will
	 	 	 
	 	 	Anebulo
    may terminate this Agreement at will in its entirety on sixty (60) days’ prior written notice to Vernalis provided that
    Anebulo has not received any written notice pursuant to Clause 11.2.1.


 




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	 	12	Consequences
    of Termination
	 	 	 
	 	12.1	In
    the event of termination of this Agreement for any reason:
	 	 	 
	 	 	12.1.1	all
    rights and licences granted by Vernalis to Anebulo under this Agreement shall immediately terminate;
	 	 	 	 
	 	 	12.1.2	all
    outstanding sums due and payable by Anebulo to Vernalis as of the effective date of such termination shall immediately become
    due and payable; and
	 	 	 	 
	 	 	12.1.3	Anebulo
    shall return to Vernalis or, at Vernalis’ request, destroy any Vernalis Regulatory Materials and/or Vernalis Licensed
    Compound Information and any unused API purchased under Clause 3.1.
	 	 	 	 
	 	12.2	If
    Vernalis terminates this Agreement pursuant to Clause 11.2.1 (material breach), or Clause 11.2.2 (insolvency)
    or if Anebulo terminates this Agreement pursuant to Clause 11.3 (termination at will), then:
	 	 	 	 
	 	 	12.2.1	the
    Parties will, following such termination, negotiate in good faith the terms and conditions under which Anebulo would grant
    Vernalis a licence under all of the Anebulo IP to Exploit the Vernalis Licensed Compound and Licensed Product and those Documents
    and Regulatory Materials within Anebulo’s Control that are reasonably required to enable Vernalis to continue the Exploitation
    of the Vernalis Licensed Compound and Licensed Product and any regulatory Documents and regulatory applications submitted
    to Regulatory Authorities for the Licensed Product and, if termination of this Agreement occurs after the Licensed Product
    has received Marketing Authorisation or pricing and reimbursement approval, Marketing Authorisations and pricing and reimbursement
    approvals (collectively, “Reversion Assets”, and such license, the “Reversion Transfer”);
    and
	 	 	 	 
	 	 	12.2.2	the
    terms and conditions of the Reversion Transfer will include appropriate compensation to Anebulo for its Development and Exploitation
    efforts up to the date of termination. Anebulo shall not be required to effect the Reversion Transfer of any Reversion Asset
    it does not have the right to license, or to obtain such rights from Third Parties necessary to effect such transfer, assignment
    or license, but shall, acting in good faith, promptly collaborate with Vernalis to obtain such rights from such Third Parties
    to the extent needed for the Exploitation of the Reversion Assets. In the event the Parties do not, despite good faith negotiations,
    reach an agreement on the terms and conditions for the Reversion Transfer within six (6) months of the termination of the
    Agreement, Anebulo shall have no further obligations under this Clause 12.2.
	 	 	 	 
	 	12.3	Save
    as may be expressly specified otherwise in this Agreement the provisions of Clauses 1, 2.2.2, 4.2, 5, 6, 8.4, 9, 10, 12, 14,
    15, 16, 18 and 22 shall survive termination of this Agreement.


 




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	 	13	Assignment
    and Change of Control
	 	 	 
	 	13.1	This
    Agreement and the licences herein granted shall be binding upon and inure to the benefit of the successors in interest of the
    respective Parties. Neither this Agreement nor any interest hereunder shall be assignable by either Party without the written
    consent of the other provided, however, that Vernalis may assign this Agreement or any part of its rights and obligations
    hereunder to any Affiliate or to any company with which Vernalis may merge or consolidate, or to which it may transfer all or
    substantially all of its assets to which this Agreement relates, without obtaining the consent of Anebulo and Anebulo may
    assign this Agreement or any part of its rights and obligations hereunder to any Affiliate or to any company with which
    Anebulo may merge or consolidate, or to which it may transfer all or substantially all of its assets to which this Agreement
    relates without obtaining the consent of Vernalis provided such Affiliate or company has similar or greater financial
    resources and expertise as Anebulo and is not developing or commercialising any product (whether a
    pipeline asset or a marketed product) which (i) contains a CB1 antagonist or (ii) is for the same
    indication covered or proposed to be covered by a Phase II Clinical Trial, a Pivotal Clinical Trial, an application for a
    Marketing Authorisation or a granted Marketing Authorisation for the Licensed Product. Any assignment not in compliance with
    this Clause 13.1 shall be void and of no effect.
	 	 	 
	 	13.2	Each
    Party shall promptly notify the other Party in writing upon the occurrence of any assignment pursuant to Clause 13.1 in accordance
    with Clause 18.
	 	 	 
	 	14	Dispute
    Resolution and Governing Law
	 	 	 
	 	14.1	If
    the Parties are unable to resolve any dispute arising out of or in connection with this Agreement, either Party may, by written
    notice to the other, have such dispute referred to their respective CEOs (or their authorised designees) for attempted resolution
    by good faith negotiations within ten (10) Business Days after such notice is received. In such event, the Parties shall cause
    their respective officers or their designees to meet (face-to-face or by teleconference) and be available to attempt to resolve
    such issue. If the Parties should resolve such dispute, a memorandum setting forth their agreement shall be prepared and signed
    by both Parties at either Party’s request.
	 	 	 
	 	14.2	In
    the event that the Parties are unable to resolve any dispute pursuant to Clause 14.1 then either Party may initiate arbitration
    pursuant to this Clause 14.2. Any arbitration under this Clause 14.2 shall be held in London, UK., and administered by the
    London Court of International Arbitration pursuant to LCIA Rules (the “Rules”) by three (3) arbitrators appointed
    in accordance with such Rules. The arbitrators shall allow reasonable discovery, in an amount determined by the arbitrators
    to be necessary in view of the issues in dispute. The costs of such arbitration shall be shared equally by the Parties, and
    each Party shall bear its own expenses in connection with the arbitration. The parties shall use good faith efforts to complete
    arbitration under this Clause 14.2 within six (6) months following the initiation of such arbitration. The arbitrators shall
    establish reasonable additional procedures to facilitate and complete such arbitration within such six (6) month period. The
    arbitrators shall have discretion to award all or any part of the costs of the arbitration, including reasonable attorneys’
    fees, to the prevailing Party. Nothing in this Agreement shall limit the right of either Party to seek any equitable or interim
    relief or provisional remedy, including injunctive relief, from any court of competent jurisdiction. Judgment on the award
    may be entered in any court of competent jurisdiction. The existence of and proceedings in the arbitration shall be considered
    the Confidential Information of both Parties and shall be subject to the terms of Clause 10.


 




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	 	14.3	This
    Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual
    disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
	 	 	 
	 	15	Waiver
	 	 	 
	 	 	The
    failure on the part of either Party to exercise or enforce any right conferred upon it hereunder shall not be deemed to be
    a waiver of any such right or operate to bar the enforcement thereof at any time or times thereafter.
	 	 	 
	 	16	Severance
    of Terms
	 	 	 
	 	16.1	If
    any provision or part-provision of this Agreement shall be held to be illegal, void, invalid or unenforceable under the law
    of any jurisdiction:
	 	 	 	 
	 	 	16.1.1	that
    provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of
    the other provisions of this Agreement shall not be affected; and
	 	 	 	 
	 	 	16.1.2	the
    legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.
	 	 	 	 
	 	 	Additionally,
    the Parties will work in good faith to replace the severed provision with one achieving the purpose of the severed provision
    that is valid and enforceable.
	 	 	 
	 	17	Entire
    Agreement/Variations
	 	 	 
	 	17.1	This
    Agreement, together with all Schedules hereto, constitutes the whole agreement between the Parties and supersedes any previous
    agreement between the Parties relating to its subject matter, including without limitation the Confidentiality Agreement,
    which is hereby terminated as of the Effective Date and shall have no more force and effect. Each Party acknowledges that
    in entering into this Agreement, it does not rely on any representation, warranty or other provision, except as expressly
    provided for under this Agreement.
	 	 	 
	 	17.2	No
    variation, amendments, modification or supplement to this Agreement shall be valid unless agreed in writing in the English
    language and signed by a duly authorised representative of each Party.
	 	 	 
	 	18	Notices
	 	 	 
	 	18.1	All
    notices required or permitted to be given under this Agreement, including all invoices provided by Vernalis to Anebulo, shall
    be in writing and shall be deemed given if delivered personally, by email, mailed by certified or registered mail postage
    prepaid, or sent by an internationally recognised courier, to the Parties at the following addresses, or at such other address
    for a Party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon
    receipt thereof.


 




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	 	18.2	Address
    for notices:
	 	 	 	 	 
	 	 	 	Anebulo:	 
	 	 	 	 	 
	 	 	 	Address:	Anebulo
    Pharmaceuticals, Inc
	 	 	 	 	c/o
    JFL Capital Management
	 	 	 	 	1415
    Ranch Road 620 South
	 	 	 	 	Suite
    201
	 	 	 	 	Lakeway,
    Texas 78734
	 	 	 	 	 
	 	 	 	 	For
    the attention of: Joseph Lawler, CEO
	 	 	 	 	Email:
    Joe@jflcapitalmanagement.com
	 	 	 	 	 
	 	 	 	Vernalis:	 
	 	 	 	 	 
	 	 	 	Address:	Vernalis
    (R&D) Limited
	 	 	 	 	Granta
    Park
	 	 	 	 	Great
    Abington
	 	 	 	 	Cambridge
	 	 	 	 	CB21
    6GB
	 	 	 	 	United
    Kingdom
	 	 	 	 	 
	 	 	 	 	For
    the attention of: Company Secretary
	 	 	 	 	Email:
    companysecretary@vernalis.com



 


	 	18.3	The
    date of receipt of any notice given under this Agreement, including any invoice provided by Vernalis to Anebulo, shall be
    deemed to be:
	 	 	 
	 	 	18.3.1	the
    date given if delivered personally;
	 	 	 	 
	 	 	18.3.2	on
    the date of dispatch of the notice by e-mail (if no delivery failure is reported to or at the senders’ e-mail server),
    provided that notice dispatched by e-mail after 17.30 hours on a Business Day or any time on a non Business Day at the place
    at which such e-mail is to be received shall be deemed to be received at 09.30 hours at that place on the next following Business
    Day;
	 	 	 	 
	 	 	18.3.3	five
    (5) days after the date mailed if mailed by registered or certified mail return receipt requested, postage prepaid to a destination
    within the same jurisdiction;
	 	 	 	 
	 	 	18.3.4	ten
    (10) days after the date mailed if mailed by registered or certified mail return receipt requested, postage prepaid to a destination
    outside the jurisdiction of the Party sending the notice; and
	 	 	 	 
	 	 	18.3.5	two
    (2) Business Days after the date sent if sent by an internationally recognised courier service.



 




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	 	19	Counterparts
	 	 	 
	 	 	This
    Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts
    together shall constitute one and the same instrument.
	 	 	 
	 	20	This
    Agreement not to Constitute a Partnership
	 	 	 
	 	 	Nothing
    in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute or be deemed to constitute
    a partnership, association, joint venture or other co-operative entity between the Parties and neither Party shall have any
    authority to bind the other in any way except as provided in this Agreement.
	 	 	 
	 	21	Costs
	 	 	 
	 	 	Each
    Party shall bear its own costs, legal fees and other expenses incurred in the negotiation, preparation, execution and implementation
    of this Agreement and the documents referred to herein.
	 	 	 
	 	22	Announcements
	 	 	 
	 	22.1	Subject
    to Clause 10, neither Party shall issue any press release, publication or other similar public communication relating to this
    Agreement, its subject matter or the transactions covered by it, or the activities of the Parties under or in connection with
    this Agreement (a “Publication”) without first obtaining written permission from the other Party, except
    for information that has been previously disclosed publicly without breach of this Clause 22.1.
	 	 	 
	 	23	Anti-Bribery
    and Anti-Corruption
	 	 	 
	 	23.1
    	Both Parties shall, to the extent applicable to the Parties’ performance of activities under this Agreement, including
    the place of such performance, and/or if required by the Relevant Requirements (as defined below):
	 	 	 
	 	 	23.1.1	at
    all times comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including
    the Bribery Act 2010 (“Relevant Requirements”);
	 	 	 	 
	 	 	23.1.2	not
    do anything which if done in the UK would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 (respectively,
    bribing another person, being bribed and bribing a foreign public official);
	 	 	 	 
	 	 	23.1.3	have
    and shall maintain in place throughout the Term its own policies and procedures to ensure compliance with the Relevant Requirements,
    and Clause 23.1.2, and will enforce them where appropriate;
	 	 	 	 
	 	 	23.1.4	promptly
    report to the other Party any request or demand for any undue financial or other advantage of any kind received in connection
    with the performance of this Agreement; and
	 	 	 	 
	 	 	23.1.5	promptly
    notify the other Party in writing if a foreign public official becomes an officer or employee of the notifying Party or acquires
    a direct or indirect interest in the notifying Party.
	 	 	 
	 	23.2	Each
    Party shall be solely responsible for the observance and performance of the Relevant Requirements by each of its Affiliates,
    and in the case of Anebulo by each Sublicensee, and shall be directly liable to the other Party for any breach by its Affiliates,
    and in the case of Anebulo any breach by any Sublicensee, of any of the Relevant Requirements.
	 	 	 
	 	23.3	For
    the purpose of this Clause 23, the meaning of foreign public official shall be determined in accordance with the Bribery Act
    2010 (and any guidance issued under section 9 of that Act).


 




    	Page 34



    	 



    

 


In
witness whereof the Parties have executed this Agreement as of the Commencement Date.


 


	Signed
    by	Charles S. Berkman
	Title	SVP, General Counsel and Secretary
	Date	May 26, 2020



 


	For
    and on behalf of Vernalis (R&D) Limited	



 


	Signed
    by	 
	Title	Founder
	Date	May
    26, 2020



 


	For
    and on behalf of Anebulo Pharmaceuticals, Inc.	 


 




    	Page 35



    	 



    

 


Schedule
1


API


 


	 	●	90g solid sample of bulk working standard stored at -20°C under non-GMP conditions
	 	 	 	 	 
	 	 	 	●	Dated
    02/04/2007
	 	 	 	 	 
	 	●	12 x 500mg samples from the sample batch stored at -20°C under non-GMP conditions


 




    	Page 36