Exhibit 10.24


 





 Certain
identified information has been excluded from this Exhibit 10.24 because it is both not material and is the type that the registrant
treats as private or confidential. Brackets have been inserted where such information was omitted. 

 





 


March
29, 2022


 


Lynn
Kirkpatrick


Chief
Executive Office


Ensysce
Biosciences, Inc.


3210
Merryfield Row


San
Diego, CA 92121


 


Dear
Lynn,


 


Thank
you for your interest in Johnson Matthey. As a follow-up to your recent request, we are pleased to provide Ensysce Biosciences with this
proposal for GMP manufacture of PF614.


 


Please
note that this proposal is based on technical information provided by Ensysce Biosciences as part of your request for proposal. If additional
information becomes available that may modify our assumptions, we are happy to discuss them with you in detail as they may impact this
proposal.


 


Please
contact me if I can provide additional information or be of additional service. We are excited about the opportunity to support your
chemistry service needs and look forward to your feedback on this proposal.


 


Kind
Regards,


 


/s/
Laura Milbrandt


 


Laura
Milbrandt


Business
Development Manager


Johnson
Matthey


25
Patton Road


Devens,
MA 01434


 


Confidential


 


	Johnson Matthey	 	 25 Patton Road, Devens,
MA 01434 	 	978-784-5000 www.matthey.com




 




    	 



     


    

 





 


Proposal
for GMP manufacture of PF614 for Ensysce Biosciences, Inc.


 


Proposal
Date: March 29, 2022


 


Proposal
Number: 202202-31203


 


Johnson
Matthey Pharmaceutical Materials, Inc. d/b/a Johnson Matthey Pharma Services (referred to as “JM” hereinafter), is pleased
to provide Ensysce Biosciences, Inc. with this proposal for GMP manufacture of PF614.


 


All
work specified in this proposal is subject to the JM Terms and Conditions of Sale attached hereto (“Terms and Conditions”).


 


The
table below provides a high-level summary of the price and timeline proposed with additional details provided in the Scope of Work.


 


Proposal No: 202202-31203




 


	Stage
    #	 	Stage
    Title	 	Fixed
    Fee*	 	Timeline**
	1	 	cGMP
    Manufacture of targeted quantity of [   ] Kg PF614 (subject to revision)	 	 $[  ] 	 	 [  ]
     months


 


*Includes
all direct materials.


**
Timeline is from commencement of work on the stage and follows receipt of all materials.


 


JM
will use commercially reasonable efforts to achieve the deliverables as outlined in this proposal. This estimate is based on a specific
scope of work that was developed using technical information provided by Ensysce Biosciences. Project objectives or technical details
may differ from those assumed in this estimate. If a significant difference occurs from the originally proposed scope of work or with
the actual technical details from those assumed, JM will assess the impact of such a change and inform Ensysce Biosciences. JM and Ensysce
Biosciences will promptly and in good faith develop and agree to a modified project plan to ensure that project delays are avoided or
minimized. If these changes result in additional cost, Ensysce Biosciences must authorize the additional cost in writing prior to implementation.


 


At
any time at or after the execution of this proposal, Ensysce Biosciences and JM may mutually agree from time to time to change or expand
the Scope of Work agreed upon herein. With respect to each change to the Scope of Work, Ensysce Biosciences and JM shall prepare and
execute a change order (“Change Order”), substantially in the form attached as Exhibit A hereto, describing the changes to
the Scope of Work, any changes to the pricing, and any changes to the timeline for completion of the revised Scope of Work. Except as
may be specified in writing in a Change Order, all work conducted under a Change Order shall be subject to the Terms & Conditions.


 




    	 	Page 1 of 8	Confidential



     


    

 





 


JM
will schedule resources and order materials upon acceptance of this proposal. Scheduling is contingent on prevailing staff commitments,
raw material, and equipment availability. Ensysce Biosciences
will be notified of the expected start date as soon as is practical. JM will appoint a project leader to oversee the work and serve as
the primary technical liaison with Ensysce Biosciences. Project updates will be submitted weekly and conference calls will be arranged
on a frequency agreed upon by both parties.


 


JM
will provide a list of all project materials (including, but not limited to, Deliverables as well as starting materials and/or
equipment) to Ensysce Biosciences within thirty (30) days after project completion. Within fifteen (15) days after receipt of such
project materials list, Ensysce Biosciences shall provide JM with shipping or disposal instructions for all such project materials.
JM may dispose of any excess purchased starting materials and/or equipment (e.g. reagents, solvents, catalyst) remaining at the end
of the project unless Ensysce Biosciences has provided shipping instructions within the fifteen (15) day period. All shipping and
disposal fees related to project materials shall be invoiced in the month they are incurred and shall be in addition to project fees
as outlined in this proposal. In no event shall JM be liable for any project materials remaining at JM beyond sixty (60) days
following project completion.


 


Notwithstanding
anything to the contrary, all financial terms for this proposal are subject to revision following a review of Ensysce Biosciences by
JM’s credit department. Ensysce Biosciences will be invoiced a deposit of 80% of this proposal. Final payment in full is required
prior to shipment of the material. Invoices for fixed fee work are issued upon completion of the deliverables. Notwithstanding any of
the foregoing, remaining deposit amounts may be applied by JM against any of Ensysce Biosciences’ past due payments under this
or any other proposal. Invoices for deposits are due upon receipt. All other Invoices are payable within thirty (30) days from the date
of issuance. Unless specified differently in writing, all sales are F.C.A. (Seller’s shipping point).


 


Postponement
or Cancellation: Ensysce Biosciences shall notify JM, in writing, in advance of any desired change to the planned production schedule
in Stage 1, including postponement or cancellation. Ensysce Biosciences will pay JM for any and all work performed as of the time of
such notice and compensate JM for all non-recoverable and non-cancellable direct expenses related to this Project that have been ordered
in advance of commencement of work for this Project, including any relevant shipping and disposal costs. JM will make reasonable commercial
effort to fill unused capacity left by the cancellation or postponement of this work. In addition to the aforementioned payment of fees
for work performed and expenses incurred, Ensysce Biosciences will compensate JM based on the schedule below:


 


Compensation
Schedule – Postponement or Cancellation (Devens)


 


	Calendar Days Prior to Manufacture Start
    Date	 	 	Price*	 
	91-120	 	$	 [   ] (50%)	 
	61-90	 	$	 [   ]
                                        (75%)	 
	60 or less	 	$	 [   ]
                                        (100%)	 



 


*This
Price is per lot of PF614 and is inclusive of direct expenses except where noted above. Credit will be given for any direct expenses
not purchased or incurred by JM and raw materials that can be returned to vendor or otherwise reasonably useable by JM for another related
or unrelated project. Further consideration/credit for these fees will be considered by JM in the event that some or all of the idle
capacity is filled successfully by JM with other business.


 


For
projects that are postponed, JM and Ensysce Biosciences will negotiate in good faith a fee to compensate JM for idle capacity; provided,
however, that any postponement by Ensysce Biosciences of a Project for longer than two (2) months beyond the initially scheduled commencement
date shall be deemed a cancellation of the project and the above Compensation Schedule(s) for cancellation shall be applicable thereto.
In the event of any postponement, upon Ensysce Biosciences’ notice to JM for the recommencement of the project, scheduling of the
new commencement date is contingent on then-prevailing staff commitments, raw material, and equipment availability. Ensysce Biosciences
will be notified of the expected start date as soon as is practical.


 


This
proposal is valid for sixty (60) days from the preparation date.


 




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 Scheme 


   


 [     


   


   


   


   


   


   




















        ] 




 






    	 	Page 3 of 8	Confidential



     


    









 


SCOPE
OF WORK


 


JM
will use commercially reasonable efforts to meet all milestones as outlined in this proposal. This proposal is based on technical information
provided by Ensysce Biosciences as part of the request for proposal dated 02/08/22 and other available technical information within the
public literature and available at JM.


 


Assumptions


 


	 	1.	The work in this proposal will be conducted by JM in
    Devens, MA.
	 	 	 
	 	2.	The scope of work described
    herein is based on the process from the previous JM manufacture campaign of PF614 for Ensysce Biosciences and from the ongoing work
    under proposal # 202104-29506. The yields used in this proposal are summarized in the Table below:


 


	Process
    step	 	Yield
    used in this proposal	 	Comments
	Oxycodone
    base	 	 [   ] 	 	Expected
    Procurement quota of Oxycodone base is [   ]  Kg
	4346.A
    non-isolated	 	 [   ] 	 	Used
    to calculate input of RSM Compound F
	Compound
    F to PF614 (4346.D)	 	 [   ] 	 	Executed
    yield for 4346.D.20.1 was [   ] 


 


Based
on the above yields, on the expected procurement quota (expected for [   ]  Kg of Oxycodone) and the maximum
volumetric occupancy of the kilo lab reactors, it is estimated that approximately [   ] Kg of Oxycodone.HCl (corresponding
to approximately [   ] Kg of Oxycodone base) and approximately [   ] Kg of Compound F will
be required for the targeted preparation of [   ] Kg of PF614.


 


	 	3.	Stage 1 of this proposal is subject to revision based
    on the successful manufacture of the Stage 4 GMP kilo lab batch as per proposal # 202104-29506 and related change orders.
	 	 	 
	 	4.	If JM is able to procure Oxycodone base to support
    the work in this proposal, then a Change Order will apply.
	 	 	 
	 	5.	The deliverables under this proposal may be the subject
    of third-party patents and patent applications. It is Ensysce Biosciences’ responsibility to ensure freedom to operate for
    any use of the deliverables and no representation or warranty (express or implied) is given in this respect.
	 	 	 
	 	6.	Oxycodone.HCl,
    Oxycodone base, all opioid intermediates and PF614 are Schedule 2 Controlled Substances. Procurement quota will be required in order
    to acquire Oxycodone.HCl for Stage 1. The scheduling of this stage is subject to approval of Procurement Quota by the DEA. Assumed
    procurement quota is [   ]  Kg.
	 	 	 
	 	7.	All
non-opioid compounds including Compound
    F are not controlled substances.
	 	 	 
	 	8.	Oxycodone
    base and [             ]  will be considered the regulatory
    starting materials.
	 	 	 
	 	9.	Intermediates 4346.A and 4346.B will be non-isolated.
	 	 	 
	 	10.	Chiral purity will be determined upon release of [             ]  and no chiral method for the API is required.


 




    	 	Page 4 of 8	Confidential



     


    

 





 


	 	11.	Microbial testing for PF614 will be conducted at a qualified contract laboratory.

	 	 	 
	 	12.	PF614 and its intermediates are considered non-potent
    (Category 2 out of 4 on a SafeBridge scale, JM Control Band 3 out of 6), however, since Oxycodone has narcotic effects and is acutely
    toxic by oral and inhalation routes, Oxycodone and its analogues will be handled using appropriate laboratory techniques.


 


Stage
1: cGMP Manufacture of Targeted quantity of [  ] Kg PF614


 


The
following is an estimate of the work to be performed by JM under this mutually binding Proposal, subject to revision (such as price
and timing) upon completion of the work in proposal # 202104-29506 (and related Change Orders).


 


JM
will manufacture approximately [   ] Kg of Oxycodone base under non-GMP conditions in the kilo lab in Devens, MA.
The process will be recorded in non-GMP master batch records. The oxycodone base will be tested according to agreed upon specifications.


 


JM
will then target the manufacture of estimated amount of [   ] Kg of PF614 under cGMP conditions in the kilo-labs
in Devens, MA. The process will be documented in controlled cGMP batch records. All documentation and analytical results will be subject
to Quality Control and Quality Assurance review and approval. The final material will be tested against agreed upon specifications and
released with a Certificate of Analysis (CoA). The testing is anticipated to be consistent with that shown in the Table below. The material
will be packaged and sent accompanied by CoA, SDS, BSE/TSE and Certificate of Compliance documentation.


 


Proposed
batch schedule for PF614:


 





	Step	 	No. of Batches	 	Planned Equipment
	Non-GMP	 	Oxycodone base	 	 [   ] 	 	100-L Glass Jacketed Reactor
		 	Activated OC (4346.A) (non-isolated)	 	 	 	 
	 	 	Intermediate G (4346.B) (non-isolated)	 	 [   ] 	 	Up to 100-L Glass Jacketed Reactor
	GMP	 	PF614 TFA salt (4346.C)	 	 	 	 
	 	 	PF614 crude (4346.D1)	 	 [   ] 	 	Up to 100-L Glass Jacketed Reactor
	 	 	PF614 (4346.D)	 	 [   ] 	 	Up to 100-L Glass Jacketed Reactor


 


Proposed
Testing for PF614:


 


	 	Test Name
	 	Physical Description
	 	Identification: 1H NMR
	 	Identification: FTIR
	 	Identification: HPLC RT
	 	Assay (HPLC, weight %)
	 	Purity/Impurities (HPLC, area %)
	 	Residual Solvents (GC, weight %)
	 	 
	 	Residual TFA (weight %)
	 	Water Content (Karl Fischer Analysis)


 




    	 	Page 5 of 8	Confidential



     


    

 





 


	 	Elemental impurities (As, Cd, Hg, Pb, Co, V, Ni) by
    ICP
	 	Residue on Ignition
	 	XRPD
	 	Microbial Bioburden USP <61> 

                                                         Total Aerobic Microbial Count 

                                                         Total Yeast Mold Count

	 	Absence
    of Specified Organisms USP <62>

    Salmonella

    Escherichia
    coli

    Staphylococcus
    aureus

    Pseudomonas
    aeruginosa

    Clostridium

    Candida
    Albicans



 


Deliverables:


 


	 	●	Target
    [   ] Kg cGMP of PF614 in one lot.
	 	●	CoA, COC, BSE/TSE and SDS.
	 	●	Campaign Summary Report.
	 	●	Copies of executed batch records.


 


This
estimate is provided solely for budgetary purposes based upon the assumptions stated above and remains subject to revisions (including
price and timing).


 


This
stage of the project is expected to be completed [   ] months including release testing from commencement of the
work.


 




    	 	Page 6 of 8	Confidential



     


    

 





 

Additional
Service Offerings


 


Johnson
Matthey has leading capabilities in developing optimal polymorphs, salt forms, crystal morphology and controlled particles through our
Pharmorphix® solid form sciences. We offer one of the broadest and most reliable services to ensure effective identification,
development and manufacture of your drug candidates and commercial products.


 


Solid
Form Sciences services include:


 


	 	●	Polymorph Screening and Selection of most stable /
    developable forms
	 	 	 
	 	●	Salt and/ or Cocrystal screening and selection
	 	 	 
	 	●	Crystallizing amorphous or difficult-to-crystallize
    compounds
	 	 	 
	 	●	Chiral resolution services via crystallization (salt,
    dynamic kinetic crystallization)
	 	 	 
	 	●	Crystallisation development


 


	 	 	○	Scale up of selected solid form
    using a range of PAT tools and modelling
	 	 	 	 
	 	 	○
    	Critical parameter robustness evaluation
	 	 	 	 
	 	 	○	Development of optimal isolation processes


 


Solid
form and particle technologies provide drug manufacturers with powerful tools to improve the physicochemical properties of an active
pharmaceutical ingredient (API) and address its aqueous solubility.


 


Particle
Technologies services include:


 


	 	●	Crystal engineering


 


	 	 	○	Filtration and drying improvement
	 	 	○	Morphology / particle size modification


 


	 	●	Amorphous Dispersions


 


	 	 	○	Screening, evaluation and scale
    up using Spray Drying / Hot Melt Extrusion


 


	 	●	Particle Size Reduction


 


	 	 	○	Dry Milling: Cone milling, Hammer
    milling, pin milling (10 to 250 microns)
	 	 	○	Wet Milling: to tighten/control PSD prior to isolation
    (1 micron to 250 microns)
	 	 	○	Jet Milling: to produce micronized product (1 micron
    to 15 microns)


 


	 	●	Preformulation development
    including physicochemical analysis to better understand and predict in vivo behaviours of an API and completing data packages in
    preparation for IND application


 


	 	 	○	High throughput
    pKa/LogP determinations
	 	 	○	Small scale, low throughput
    dissolution
	 	 	○	Intrinsic, natural and
    kinetic Solubility
	 	 	○	pH profiling


 






    	 	Page 7 of 8	Confidential



     


    

 





 


AUTHORIZATION


 


Proposal
Number: 202202-31203


 


The
proposed work may be authorized by returning (via electronic signature, PDF by email, or standard mail services) a signed copy of the
proposal to:


 


Gina
DiBartolomeo


Sales
& Marketing Specialist


Johnson
Matthey


25
Patton Road, Devens, MA 01434


 


This
proposal, including all work and material provided by JM hereunder, shall be governed by the Terms and Conditions. Any other terms or
provisions contained in any purchase order or any other form or document provided by Ensysce Biosciences, Inc. are void and of no effect
unless otherwise expressly agreed in writing signed by Ensysce Biosciences, Inc. and Johnson Matthey Pharma Services. Except as otherwise
expressly agreed by the parties in writing, in the event of any conflict or inconsistency between the terms of this proposal and the
Terms and Conditions, the Terms and Conditions shall govern. By its signature below, Ensysce Biosciences, Inc. hereby authorizes JM to
perform the work detailed in this proposal subject to the Terms and Conditions.


 





For:
Ensysce Biosciences, Inc.


 


	/s/
    Lynn Kirkptrick	 	04/04/2022
	Signature	 	 
	Lynn
    Kirkpatrick 	 	PO#
    22023
	Printed
    Name	 	 
	 	 	 
	For:
    Johnson Matthey Pharmaceutical Materials, Inc.	 	 
	 	 	 
		 	Date:
    07 April 2022
	/s/
    Garrett Dilley	 	Date:
    07 April 2022
	Garrett
    Dilley	 	 
	Global
    Commercial Sr. Director	 	 


 






    	 	Page 8 of 8	Confidential



     


    

 





 


Exhibit
A


 


Johnson
Matthey Pharma Services / Ensysce Biosciences, Inc.


 


CHANGE
ORDER # to PROPOSAL #202202-31203


 


This
Change Order, effective as of            , is made to and amends Proposal #202202-31203, dated between Ensysce Biosciences and Johnson Matthey Pharmaceutical
Materials, Inc. d/b/a Johnson Matthey Pharma Services (“JM”).


 


The
following changes are hereby made to 202202-31203:


 


	I.	Change to Fees and Expenses




 


Additional expense will be billed as: Choose an item.


 


Proposal contract value due to this Change Order
will be increased/decreased by: $


 


	II.	Change to Performance Timeline:




 


The timeline for performance will be Choose an item. by calendar days.


 


AUTHORIZATION


 


The
proposed work may be authorized by returning (via electronic signature, PDF by email, or standard mail services) a signed copy of the
change order to:


 


Gina
DiBartolomeo


Sales
& Marketing Specialist


Johnson
Matthey 25 Patton Road, Devens, MA 01434


 


This
certifies that the authorized signatories below have reviewed and approved the information and amendments set forth in this Change Order
and that Johnson Matthey Pharma Services and Ensysce Biosciences hereby agree to perform their respective obligations under 202202-31203
as revised herein based on the price and time revisions listed above.


 


	 	 	Global Commercial Sr. Director	 	 
	Garrett Dilley	 	Title	 	Date
	 	 	 	 	 
	 	 	 	 	 
	Ensysce Biosciences Representative	 	Title	 	Date






 






    	 	i	Confidential



    	 



    

 





 


JM
STANDARD TERMS AND CONDITIONS


 


1.
Proposal; Governing Provisions – These terms and conditions shall govern the performance of the services (the “Services”)
to be performed by Johnson Matthey Pharmaceutical Materials, Inc. doing business as Johnson Matthey Pharma Services (“Seller”)
under its proposal (the “Proposal”) to which these terms and conditions are attached, and the client named in such
Proposal (“Buyer”) hereby assents to the Proposal and these terms and conditions herein contained. Any provisions
contained in any purchase order or any other form or document provided by Buyer are hereby rejected unless otherwise expressly accepted
in writing signed by Buyer and Seller. There are no other representations, agreements, promises or understandings between Buyer and Seller
that are not expressed herein or in the Proposal.


 


2.
Changes; Cancellation - If Buyer requests a change in the scope of the Services or requests additional Services, the parties shall
negotiate in good faith, and attempt to agree in writing, on a change order setting forth revised terms, revised budget and/or any other
revision for such Services. Neither party shall be entitled and/or obligated to implement any part of the changes without prior written
agreement between the parties with respect thereto. No cancellation, suspension or deferral of an order by Buyer shall have any force,
effect or validity whatsoever except with Seller’s written consent, and under conditions which will indemnify and make whole Seller
for any costs incurred by Seller due to such changes, cancellation, suspension or deferral or as otherwise set forth in the Proposal.


 


Notwithstanding
anything else to the contrary in these terms and conditions, a party shall be entitled to terminate the Proposal forthwith in writing
if the other party shall have a receiver, administrator, administrative receiver or similar officer appointed, or shall pass a resolution
for winding-up (other than a winding-up for the purpose of or in connection with any solvent amalgamation or reconstruction) or a court
shall make an order to that effect, or if a party shall enter into any composition or arrangement with its creditors (other than relating
to a solvent restructuring) or shall cease to carry on business. Termination of the Proposal under this clause will not affect either
party’s rights accruing before the date of termination.


 


3.
Delivery; Claims; Delays - Unless specified differently in writing, all sales are F.C.A. (Incoterms 2020) Seller’s shipping
point. Delivery of goods to the carrier at Seller’s plant or other loading point shall constitute delivery to Buyer and regardless
of shipping terms, all risk of loss or damage in transit shall be borne by Buyer. Seller reserves the right to make delivery in instalments,
all such instalments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery
of any instalment shall not relieve Buyer of Buyer’s obligations to accept remaining deliveries. Immediately upon Buyer’s
receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages,
defects or damages and shall hold the goods for Seller’s written instructions concerning disposition. If Buyer shall fail to so
notify Seller within five (5) days after the goods have been received by Buyer, such goods shall conclusively be deemed to conform to
the terms and conditions hereof and to have been irrevocably accepted by Buyer.


 


4.
Payment


 


(a)
Payment for the Services shall be in accordance with the milestone or stage payments set out in the Proposal or as otherwise provided
in the Proposal. Invoices shall be paid not later than thirty (30) days from the date of issuance (or earlier, to the extent that a payment
requires to be made prior to commencement of the Services). Unless otherwise agreed, commencement of product manufacturing Services is
subject to receipt of an advance payment of not less than twenty-five percent (25%) of the direct labor budget, together with the estimated
purchase price of the raw materials concerned. The advance payment shall be credited proportionately against each invoice payable hereunder
in accordance with the percentage of the Services then completed.


 


(b)
If Buyer fails to pay Seller the amounts owed within the time specified in the Proposal, Seller may at its sole discretion choose to:
(a) terminate the Proposal on written notice to Buyer; (b) elect to charge and recover from Buyer a further sum of 2% (or such lesser
percentage as Seller in its discretion elects) of the unpaid amount of the invoice in question for each month or part month of delay
by way of interest; (c) suspend all further work for Buyer pending the payment of such outstanding monies and/or (d) require full payment
in advance for any further Services.


 


5.
Taxes and other charges - Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge
of any nature whatsoever imposed by any governmental authority on or measured by the transaction between Seller and Buyer, shall be paid
by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee, or charge, Buyer shall
reimburse Seller therefore; or in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate
or other document acceptable to the authority imposing the tax, fee or charge. Materials and waste disposal will be billed at Seller’s
cost plus 8%.


 




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6.
Limited Warranty - Seller warrants that it shall use commercially reasonable efforts to provide the Services pursuant to the Proposal
and that its products, if any, shall conform to the description of the products under the Proposal. THIS WARRANTY IS EXCLUSIVE, AND SELLER
MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
Seller’s warranties made in connection with the products delivered hereunder shall not be effective if Seller has determined, in
its sole discretion, that Buyer has misused the products in any manner or has failed to use the products in accordance with instructions,
if any, furnished by Seller. Seller’s sole and exclusive liability and Buyer’s exclusive remedy with respect to products
proven to Seller’s satisfaction to be defective or nonconforming shall be the repair or replacement of such non-conforming products
without charge or refund of the cost to manufacture such products, in Seller’s sole discretion, upon the return of such products
in accordance with Seller’s instructions. IN NO EVENT SHALL SELLER SHALL BE LIABLE FOR ANY LOST PROFITS, REVENUE OR OPPORTUNITY
OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR CONTINGENT DAMAGES. Without limiting the generality of the foregoing, it is acknowledged
by Buyer that the Services are in respect of research and development work and as such that Seller cannot guarantee that the Services
will be successful and/or that any particular results will be achieved. Buyer agrees that Seller shall have no liability, and Buyer shall
not make any claim(s) against Seller, in the event that the Services are unsuccessful and/or do not achieve any particular results. Any
claim by Buyer of a breach of the warranty set forth hereinabove must be made in writing to Seller by no later than six (6) months following
completion of the Services or thirty (30) days following receipt of the product, as the case may be.


 


7.
Provision of Materials - Where applicable, Buyer shall provide Seller free of charge with such materials (including compounds, substrates
and samples) as may be reasonably required by Seller to enable Seller to perform the Services (“Materials”). Buyer
shall provide Seller with relevant occupational health and safety information in respect of any Materials provided by Buyer, including
material safety data sheets. Buyer will provide such toxicity data as is available in respect of the Materials. Buyer warrants that the
Materials shall conform with the material safety data sheets and the declared toxicity thereof. Seller shall not use Materials for any
other purpose than the conduct of the Services. Materials shall not be analyzed, reverse engineered or used except to the extent necessary
to conduct the Services. Buyer warrants that the possession and/or use of the Materials by Seller and/or its Affiliates (as hereinafter
defined) in the performance of the work under this Proposal will not infringe any intellectual property rights of a third party and shall
indemnify, defend and hold Seller and its Affiliates and their respective directors, officers, employees and affiliates harmless from
and against any losses, damages, costs and expenses arising from any third party claim that such use of the Materials, and/or the specific
molecule or set of specific molecules, compound, product or material which are the subject matter of the Services provided by Seller,
infringes its intellectual property rights.


 


8.
Buyer’s Use of Products – Unless otherwise provided in the Proposal, the products and deliverables provided hereunder
are intended primarily for laboratory research purposes in the pharmaceutical area and, unless produced by Seller under cGMP conditions
or otherwise agreed in writing, are not to be used for human consumption or any other clinical purposes, including but not limited to
in vitro diagnostic purposes or for commercial purposes. Buyer acknowledges that the products have not been tested by Seller for
safety and efficacy in food, drug, device, cosmetic, commercial or any other use. Buyer warrants that Buyer will properly test, use,
manufacture and market any products purchased from Seller and any final articles made from them in accordance with the practices of a
reasonable person who is an expert in the field and in strict compliance with all applicable federal and state food, drug, device, and
cosmetic and other relevant laws and regulations. Buyer further warrants that any final articles manufactured from Seller’s products
shall not be adulterated within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be articles which may not, under
Sections 404, 505 or 512 of the Act, be introduced into interstate commerce. Buyer has the responsibility to conduct any research necessary
to learn the hazards involved in using products purchased from Seller. Seller’s products are provided for pharmaceutical research
and development purposes and therefore may not be on the Toxic Substances Control Act (TSCA) inventory. In the event Buyer’s intended
use of the products is subject to TSCA, Buyer hereby assumes all responsibility to assure that the products purchased from Seller are
approved for use under TSCA, if applicable, shall notify Seller of such use and shall provide Seller with certification that the product
is listed on the TSCA inventory or is exempt from such listing. Buyer also has the duty to warn Buyer’s customers and any auxiliary
personnel (such as freight handlers, etc.) of any risks involved in using or handling the products. Buyer agrees to comply with instructions,
if any, furnished by Seller relating to the use of the products and further agrees not to misuse the products in any manner. If the products
purchased from Seller are to be repackaged, relabeled or used as starting materials or components of other products, Buyer will verify
Seller’s assay of the products. No products purchased from Seller shall be considered to be foods, drugs or cosmetics; nor, except
if labeled “For in Vitro Diagnostic Use” to be devices.


 




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9.
Ownership and Use of Results


 


(a)
Buyer shall own all right, title and interest in all intellectual property, including without limitation material, data, information,
patentable inventions, discoveries and improvements and non-patentable processes and the like created, invented or conceived by Seller
specifically and directly resulting from the performance of the Services (“Results”) and the right to exploit such
Results at its sole discretion and risk. Seller assigns to Buyer all such


 


Results
and shall provide reasonable assistance to Buyer in applying for patents with respect to any such Results, the reasonable costs of such
assistance being borne by Buyer. Nothing contained in these terms and conditions shall be deemed to grant to Seller any rights or licenses
under any patent applications or patents or under any know-how, technology or inventions of Buyer.


 


(b)
Notwithstanding the foregoing, Buyer hereby acknowledges and agrees that, as between Seller and Buyer, Seller shall retain and own all
right, title and interest in (i) those properties, methods, processes, procedures, technologies, know-how and other intellectual property
owned or controlled by Seller as of the date of the execution of the Proposal and (ii) such additional properties, methods, processes,
procedures, technologies, know-how and other intellectual property developed or otherwise acquired by Seller during the course of the
performance of the Services but outside of the scope of the work undertaken pursuant to the Proposal and/or such works, information and
improvements (and relevant intellectual property rights) related to properties, methods, processes, procedures, technologies, know-how
and other intellectual property which relate to Seller’s business or operations generally and not specifically to manufacturing
Buyer’s proprietary compound or technology (collectively, “Seller Technology”). Buyer assigns to Seller all
such rights, title and interest in and to any Seller Technology and shall provide reasonable assistance to Seller in applying for patents
with respect to any such Seller Technology, the reasonable costs of such assistance being borne by Seller. Nothing contained in these
terms and conditions shall be deemed to grant to Buyer any rights or licenses under any patent applications or patents or under any know-how,
technology or inventions of Seller.


 


10.
Indemnification


 


(a)
Seller shall indemnify, defend and hold harmless Buyer and the officers, directors and employees of Buyer from all losses, liabilities,
damages and expenses (including reasonable legal fees and costs) that Buyer may suffer as a result of any claims, suits, demands, actions
or other proceedings brought by a third party (“Claims”) to the extent arising out of (i) the breach by Seller of
the provisions of the Proposal or these terms and conditions or (ii) out of the fraud, negligence or willful misconduct of Seller, its
employees or agents in the course of Seller’s provision of Services pursuant to the Proposal; except, in each case, to the extent
such Claim is caused by the fraud, negligence or willful misconduct of Buyer.


 


(b)
Buyer shall indemnify, defend and hold harmless Seller and its Affiliates and their respective officers, directors and employees from
all losses, liabilities, damages and expenses (including reasonable legal fees and costs) that Seller and/or its Affiliates may suffer
as a result any Claims to the extent arising out of (i) Buyer’s breach of the provisions of the Proposal or these terms and conditions
or (ii) Buyer’s possession, handling or use of any Results, products or other deliverables of the Services provided by Seller after
Buyer’s receipt thereof; except, in each case, to the extent such Claim is caused by the fraud, negligence or willful misconduct
of Seller and/or Affiliates, as the case may be.


 


(c)
In case any action, proceeding or claim shall be brought against one of the parties hereto (an “Indemnified Party”)
in respect of which indemnity may be sought against the other party hereto (the “Indemnifying Party”) such Indemnified
Party shall promptly notify the Indemnifying Party in writing. The failure by an Indemnified Party to notify the Indemnifying Party of
such claim shall not relieve the Indemnifying Party of responsibility under this section, except to the extent such failure adversely
prejudices the ability of the Indemnifying Party to defend such claim. The Indemnifying Party at its expense, with counsel of its own
choice, shall defend against, negotiate, settle or otherwise deal with any such claim, provided that the Indemnifying Party shall not
enter into any settlement or compromise of any claim which could lead to liability or create any financial or other obligation on the
part of the Indemnified Party without the Indemnified Party’s prior written consent. The Indemnified Party may participate in the
defense of any claim with counsel of its own choice and at its own expense. The parties agree to cooperate fully with each other in connection
with the defense, negotiation or settlement of any such claims. In the event that the Indemnifying Party does not undertake the defense,
compromise or settlement of any claim, the Indemnified Party shall have the right to control the defense or settlement of such claim
with counsel of its choosing.


 




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11.
Limit on Liability – The maximum combined aggregate liability of Seller and its Affiliates for any claim or series of related
claims howsoever arising, whether in contract (including warranties and/or indemnities), tort (including negligence), breach of statutory
duty, misrepresentation, strict liability, local laws or otherwise, shall be limited to an amount equal to the aggregate amount of the
fees paid and fees accrued but unpaid to Seller for the relevant Service(s) pursuant to the Proposal as at the date of the occurrence
of the event, matter or circumstance giving rise to such claim (or, where there is a series of related claims, the event, matter or circumstance
giving rise to the first relevant claim). Seller and its Affiliates shall not be liable for any loss of profit or plant down-time, loss
of use, loss of business, loss of margin, loss of contract, loss of goods, loss of goodwill, loss of anticipated savings (in each case
whether direct or indirect) or any form of special, indirect or consequential losses arising out of or in connection with the provision
of its Services. Nothing in these terms will exclude or limit the liability of Seller and its Affiliates for (i) fraud or fraudulent
misrepresentation or (ii) death or personal injury relating to the provision of the Services and arising from the negligence of Seller
and/or its Affiliates.


 


12.
Patent Indemnification and Disclaimer - Buyer agrees to indemnify, defend and hold harmless and make whole Seller and its Affiliates
from and against any and all liability for any patent, trade secret or other intellectual property infringement, misappropriation or
misuse (including attorney’s fees and other costs of defending any action) that Seller and/or its Affiliates may sustain or incur
in using any material or information supplied to Seller by Buyer. Seller does not warrant that the use or sale of the Results and/or
any products delivered hereunder will not infringe the claims of any United States or foreign patents or any other intellectual property
rights that any third-party may have in and to the synthetic process or solid state properties, the product itself or the use thereof
in combination with other products or in the operation of any process.


 


13.
Subcontracting – Unless otherwise agreed between Seller and Buyer, Seller may subcontract any or all of its obligations in
respect of the Services to be provided to Buyer to any Affiliate of Seller, provided that Seller remains fully responsible to Buyer for
any Services performed by its subcontractors as if Seller were providing such Services. Invoices for services may be issued by such subcontractors.
For the purposes of these terms and conditions, “Affiliate” in relation to a party means any other person that controls,
is controlled by or is under common control with such party (where “control” means: (a) to possess, directly or indirectly,
the power to direct the management or policies of a person, whether through ownership of voting securities or by contract relating to
voting rights or corporate governance; or (b) to own, directly or indirectly, 50% or more of the voting securities or other ownership
interest of such person).


 


14.
Confidentiality – Seller and Buyer each possess valuable information, samples, technical knowledge, specifications, know-how,
experience and data of a secret and confidential nature, all of which is regarded by it as a commercial asset of considerable value (“Confidential
Information”). Each is willing to disclose its Confidential Information on the terms set out in this provision. For the purposes
of this provision, the party disclosing its Confidential Information (directly or indirectly) is the “Discloser” and
the party receiving that information (directly or indirectly) is the “Recipient”, and “Disclosed Information”
is Confidential Information disclosed by a party.


 


(a)
The Recipient agrees:


 


(i)
to treat the Discloser’s Disclosed Information as secret and strictly confidential and not disclose it to any third party save
as provided in this provision; and


 


(ii)
not to use the Discloser’s Disclosed Information for any purpose except to the extent required for the provision or receiving (as
appropriate) of the Services to which these terms and conditions relate.


 


(b)
The Recipient may disclose the Discloser’s Disclosed Information to directors, officers and employees of Recipient or of any of
its Affiliates (“Representatives”) whose knowledge of it is strictly necessary for the provision or receiving (as
appropriate) of the Services to which these terms and conditions relate, provided that such Representative is bound by obligations of
confidentiality that are at least equivalent to those contained in this provision and the Recipient shall be liable for any disclosure
of the Discloser’s Disclosed Information by its Representatives in contravention of the obligations to which the Recipient is subject
pursuant to this provision as if such disclosure had been made by the Recipient.


 


(c)
The undertakings in paragraphs (a) and (b) shall not apply to Disclosed Information to the extent that:


 


(i) it
is, at the time of disclosure to the Recipient, published or otherwise generally available to the public otherwise than through any
act or omission on the part of the Recipient;


 




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(ii)
after disclosure by the Discloser, it is published or becomes generally available to the public, otherwise than through any act or omission
on the part of the Recipient;


 


(iii)
was in the Recipient’s possession at the time of disclosure to it by the Discloser and was not acquired directly or indirectly
from the Discloser;


 


(iv)
it was rightfully acquired from others who did not obtain it subject to any obligation of confidentiality to the Discloser; or


 


(v)
it is created or developed by the Recipient wholly independently of the Disclosed Information.


 


(d)
These provisions shall survive termination or expiry.


 


15.
Bribery, Financial Crime and Export Rules


 


(a)
Each party agrees that it will not, in connection with the Services, directly or indirectly, pay, offer, promise to pay or authorise
the payment of, any monies or financial or other advantage in violation of any anti-corruption laws and in particular (but without prejudice
to the generality of the foregoing) the Bribery Act 2010 and the US Foreign Corrupt Practices Act of 1977. Further, it confirms that
it has not taken, nor will take, directly or indirectly, any action in connection with the Services that would cause the other party,
or the other party’s officers, directors, employees and/or affiliates, to be in violation of any anti-corruption laws including
the Bribery Act 2010 and the US Foreign Corrupt Practices Act of 1977.


 


(b)
Each party warrants and represents that it shall comply with all applicable taxation, anti-money laundering and financial crime laws,
regulations and rules (“Financial Crime Laws”) and:


 


	 	(i)	any consideration paid
    for the purchase of the Services does not constitute the proceeds of crime under any applicable Financial Crime Laws and is not derived
    from conflict, terrorism or money laundering sources;
	 	 	 
	 	(ii)	it shall not commit an
    offence of cheating the public revenue or an offence consisting of being knowingly concerned in, or in taking steps with a view to,
    the fraudulent evasion of a tax by itself or any other person;
	 	 	 
	 	(iii)	unless otherwise agreed
    in writing by Seller, Buyer will only make payments to Seller from an account held in Buyer’s name.


 


(c)
Each party acknowledges and agrees that:


 


	 	(i)	the Services (and products
    incorporating the Services) and confidential information of each party respectively (including technical information constituting
    technology) may be subject to applicable export control and trade sanction laws, regulations, rules and authorisations or licences,
    including Council Regulation (EC) No. 428/2009, the UK Export Control Act 2002, the US Export Administration Regulations, the US
    International Traffic in Arms Regulations, and any local regulations to which Buyer and Seller may be subject or any legislation
    replacing the foregoing and any orders issued under the foregoing (the “Export Control Rules”);
	 	 	 
	 	(ii)	each party shall be responsible
    for its compliance with the Export Control Rules and shall not do anything which would cause the other party to be in breach of the
    Export Control Rules. Neither party will, nor will procure that any person acting on its behalf will, use, sell, re-sell, export,
    re-export, transfer, divert, distribute, dispose of, disclose or otherwise deal with the Services (or products incorporating the
    Services) and/or confidential information of the other party, directly or indirectly, to any country, destination or person without
    first obtaining any required export licence or other governmental authorisation and completing such formalities as may be required
    by the Export Control Rules.


 


(d)
Each party agrees to indemnify the other party against any losses, liabilities, damages, costs (including reasonable legal fees) and
expenses incurred as a result of the such party’s breach of the provisions of Sections 15(a), (b) or (c) above by it or its employees,
agents, contractors or representatives. This Section 15 shall survive termination, completion or expiry of the Proposal.


 




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16.
Data Protection


 


(a)
For the purposes of this Section 16:


 


	 	(i)	Data Protection Laws means
    all data protection laws, regulatory requirements, guidance and codes of practice, including Regulation (EU) 2016/679 (the so-called
    “GDPR”), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (the so-called “PECR”)
    and the Data Protection Act 2018;
	 	 	 
	 	(ii)	“Controller”,
    “Processor”, “Personal Data”, “Process”, “Processing”, “Processed” and
    “Data Subject” have the meanings given to those terms by the Data Protection Laws.


 


(b)
With regard to any Personal Data processed by Seller or Buyer in connection with the Services, the parties will respectively each be
a Controller in respect of such processing.


 


(c)
Seller and Buyer shall each comply with the requirements of the Data Protection Laws applicable to Controllers in connection with the
Services and shall not knowingly do anything or permit anything to be done which might lead to a breach by the other of the Data Protection
Laws.


 


17.
Returns - Products may not be returned for credit except with Seller’s permission, and then only in strict compliance with
Seller’s return-shipment instructions.


 


18.
Force Majeure


 


(a)
Either party shall be excused from performing any of its obligations with respect to the Services if their performance is delayed or
prevented by any cause beyond such party’s control, including, but not limited to, war, explosion, hostilities, revolution, civil
commotion, act of terrorism, strike, lockouts or other industrial disputes, lack of or failure of utility services or transportation
facilities or materials, epidemic, pandemic, rain, fire, wind, earthquake, flood or because of any law, order, proclamation, regulation,
sanction, embargo, or ordinance of any government, or of any subdivision thereof, or because of Acts of God, (“Force Majeure”).
Performance shall be excused only to the extent of and during the reasonable continuance of such Force Majeure and/or the consequences
thereof. Any agreed deadline or time for performance of the Services or part thereof which falls due during or subsequent to the occurrence
of any Force Majeure herein shall be automatically extended for a period of time equal to the period of such Force Majeure.


 


(b)
Each party shall promptly notify the other party in writing upon becoming aware of an event of Force Majeure as well as the expiration
thereof. However, if the Force Majeure persists for a period of one (1) month after receipt of notice, such other party shall be entitled
to terminate the Proposal and the Services in writing without further notice.


 


19.
General


 


(a)
No waiver by Seller of any breach of the Proposal by Buyer shall be considered as a waiver of any subsequent breach of the same or any
other provision.


 


(b)
If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part
the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected.


 


(c)
No party shall assign the Proposal without the prior written consent of the other party, which consent shall not be unreasonably withheld
or delayed, provided however that a party may assign or subcontract any or all of its rights and obligations under Proposal to an Affiliate.


 


20.
Governing Law – Any contract resulting from acceptance of these terms and conditions, 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 construed in
accordance with and governed by the laws of the Commonwealth of Massachusetts, USA, without reference to its conflicts of laws rules,
and the parties submit to the non-exclusive jurisdiction of the federal and state courts of the Commonwealth of Massachusetts, USA.


 




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