Exhibit
10.2


DELMAR PHARMACEUTICALS, INC.


ROYALTY
AGREEMENT


This ROYALTY AGREEMENT
(this “Royalty Agreement”) is made and entered into as of _________, 2016, by and between DelMar Pharmaceuticals,
Inc.  a Nevada corporation (the “Company” or “DelMar”), and the investors set forth on
the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).


WHEREAS, the
Investors have agreed to purchase from the Company, and the Company has agreed to sell and issue to the Investors, an aggregate
of up to 675,000 shares of Series B Convertible Preferred Stock (the “Preferred Shares”) upon the terms and
conditions set forth in a Securities Purchase Agreement dated ________, 2016 (the “Offering”); and


WHEREAS, in
connection with the Investors’ purchase of the Preferred Shares, the Investors will be granted certain Royalty Rights upon
the Closing Date as more fully set forth in this Royalty Agreement.


NOW, THEREFORE,
in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby
agree to the following as set forth herein.


		1.	Definitions.



For purposes of this
Royalty Agreement, the terms set forth below shall have the corresponding meanings provided below.


“Affiliate”
means any person controlled directly or indirectly through one or more intermediaries, by the Company. A Person shall be regarded
as in control of the Company if the Company owns or directly or indirectly controls more than fifty percent (50%) of the voting
stock or other ownership interest of the other person, or if it possesses, directly or indirectly, the power to direct or cause
the direction of the management and policies of such person.


“Closing”
shall have the meaning set forth in Section 2.2(a) of the Securities Purchase Agreement.


“Closing
Date” shall have the meaning set forth in Section 2.2(a) of the Securities Purchase Agreement.


“Common
Stock” means the Company’s Common Stock, par value $0.001 per share.


“Conversion”
means conversion of the Preferred Shares to shares of Common Stock.


“Conversion
Price” means the conversion price of the Preferred Shares.


“Company”
or “DelMar” shall have the meaning set forth in the preamble of this Royalty Agreement.


“First Commercial
Sale” means, on a country by country basis, with respect to a Product, the first bona fide sale of such Product
to a third party by or on behalf of DelMar, its Affiliates or licensees in a country in the Territory after regulatory approval
has been achieved for such Product in such country. For greater certainty, sales for test marketing, sampling and promotional
uses, clinical trial purposes or compassionate or similar use shall not be considered to constitute a First Commercial Sale, so
long as the Product is provided free of charge, or at or below cost.



    

     

    




“First
Vesting Date” shall be the end of the 12th month following the Closing Date.


“Holder”
means an Investor who holds the Preferred Shares.


“Investor”
shall have the meaning set forth in the preamble of this Royalty Agreement.


“Licensing
Proceeds” means all cash and marketable securities received by DelMar and its Affiliates from third party licensees with
respect to licensing or partnering arrangements pursuant to the development or commercialization of Products, including (i) royalties
based on sales of Products by third party licensees or their sublicensees; (ii) any licensing fees for rights to develop or commercialize
Products, or other payments in connection with the licensing of rights with respect to Products; (iii) milestone payments based
on development, regulatory or commercialization milestones for Products; (iv) equity purchases of DelMar securities pursuant to
such licensing or partnering arrangement to the extent not exceeding the fair market value of such securities; and (v) research
and development funding.


“Mandatory
Conversion Date” shall have the meaning set forth in Section 6(b) of the Certificate of Designation of the Series B Preferred
Stock.


“Net
Sales” means, for any period, the gross amount invoiced by DelMar and its Affiliates for the sale of Products, (including,
without limitation, third party agents, distributors and wholesalers), less the total of the following, to the extent applicable:


		(i)	trade, cash and/or quantity discounts not already reflected in the amount invoiced;



		(ii)	all excise, sales and other consumption taxes (including VAT) and custom duties, whether or not
specifically identified as such in the invoice to the third party;



		(iii)	freight, distribution, insurance and other transportation charges, whether or not specifically
identified as such in the invoice to the third party;



		(iv)	amounts repaid or credited by reason of rejections, defects or returns or because of chargebacks,
retroactive price reductions, refunds or billing errors;



		(v)	any royalty amounts or license fees payable by DelMar to a third party for access to, or licensing
in of, such third party’s intellectual property rights for use or exploitation of the Products; and



		(vi)	rebates and similar payments made with respect to sales paid for or reimbursed by any governmental
or regulatory authority such as, by way of illustration and not in limitation of the Parties’ rights hereunder, United States
Federal or state Medicaid, Medicare or similar state program or equivalent foreign governmental program.



For purposes of determining Net
Sales, “sale” will not include transfers or dispositions for charitable, promotional, pre-clinical, clinical, regulatory
or governmental purposes. “Net Sales” exclude all Licensing Proceeds received by DelMar and its Affiliates from third
party licensees.



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“Offering”
shall have the meaning set forth in the preamble of this Royalty Agreement.


“Preferred
Shares” shall have the meaning set forth in the preamble of this Royalty Agreement.


“Products”
means any and all products (i) containing or comprising VAL-083 (dianhydrogalactitol) as an active ingredient.


“Royalty
Agreement” shall have the meaning set forth in the preamble of this agreement.


“Royalty
Amounts” shall have the meaning set forth in Section 2.2 of this Royalty Agreement.


“Royalty
Rights” shall have the meaning set forth in Section 2.1 of this Royalty Agreement.


“Royalty
Term” means, with respect to each Product, on a country by country basis in each country, commencing on the First Commercial
Sale of the Product until the last of:


		(i)	the expiration of the last to expire of the Valid Claims covering such Product in such country;



		(ii)	the expiration of any regulatory exclusivity period covering such Product in such country.



For clarity, by
way of example, the Royalty Term in the United States extends to 2036 at the time of this agreement, which period may be altered
by the prosecution of the Company’s patent claims and new patent filings from time-to-time. Furthermore, The Company will
use commercially reasonable efforts to maximize market exclusivity.


“Second
Vesting Date” shall be the end of the 24th month following the Closing Date.


“Record
Date” shall mean the end of each calendar quarter following the Closing Date.


“Territory”
means worldwide.


“Third
Vesting Date” shall be the end of the 36th month following the Closing Date.


“Valid
Claim” means a claim (i) of an issued and unexpired United States Patent that has not been revoked or held permanently
unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed
within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through re-issue or disclaimer
or otherwise, or (ii) of any patent application included that has not been cancelled, withdrawn or abandoned or been pending for
more than six (6) years.


“Unvested
Royalties” shall have the meaning set forth in Section 2.1(a) of this Royalty Agreement.


“Vested
Royalties” shall have the meaning set forth in Section 2.3 of this Royalty Agreement.


2. Royalty Rights.


2.1Grant of
Royalty to the Investors. As of the Closing Date, all Holders are granted royalty rights which include a right, until such
time as a Holder converts its Preferred Shares into common shares, to:


		(a)	receive a royalty payment when same are paid out by the Company during the Royalty Term (“Unvested
Royalties”); and



		(b)	receive any Vested Royalties in accordance with Section 2.5 below;



collectively referred to as the
“Royalty Rights”.






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2.2Royalties.
DelMar will pay to the Holders, in aggregate, a royalty based on their pro rata ownership of the Preferred Shares equal
to:


		(a)	[*]% of Net Sales in the Territory; and



		(b)	[*]% of Licencing Proceeds in the Territory;



collectively referred to as the
“Royalty Amounts”.


2.3Royalty
Vesting. Rights to Vested Royalties shall vest during the first three years after the Closing Date, in equal thirds to Holders
who hold Preferred Shares on each of the First Vesting Date, the Second Vesting Date and the Third Vesting Date, upon which vesting
dates such Royalty Amounts shall become “Vested Royalties”.


2.4Calculation
of Royalty Payments. All Unvested Royalties shall become due to the Holders of the Preferred Shares at each Record Date. The
proportion of the Unvested Royalty paid to each Holder shall be calculated by dividing the number of Preferred Shares held by
a Holder by the total number of Preferred Shares outstanding at each Record Date after settlement of Vested Royalties. The proportion
of Vested Royalties paid to an Investor shall be calculated by dividing the sum of the number of Preferred Shares Held by a Holder
at each Vesting Date divided by total number of Preferred Shares outstanding at each vesting date multiplied by 331⁄3%:


	 	Holder’s Preferred Shares at First Vesting
Date




	 	 	 	Holder’s Preferred Shares at Second Vesting
Date




	 	 	 	Holder’s Preferred Shares at Third Vesting
Date



	 	 	 
	 	Total Preferred Shares at First Vesting Date




	 	x331⁄3%	┼	Total Preferred Shares at Second Vesting Date



	 	x331⁄3%	┼	Total Preferred Shares at Third Vesting Date



	 	x331⁄3%	 



 


2.5Royalty
Payments. Royalties will be payable during the Royalty Term on a calendar quarter basis, within sixty (60) days after the end
of each calendar quarter, based upon the Net Sales and Licensing Proceeds during such calendar quarter.


2.6Royalty
Statements. DelMar will deliver to the Holders of the Preferred Shares within sixty (60) days after the end of each calendar
quarter in which Products, for which DelMar owes a royalty hereunder, are sold, and Licensing Proceeds are received, a detailed
statement showing (i) Net Sales made by DelMar and its Affiliates of each such Product; (ii) the amount and calculation of royalties
due on such Net Sales; (iii) Licensing Proceeds received by DelMar and its Affiliates during the applicable calendar quarter; and
(iv) the amount and calculation of royalties due on such Licensing Proceeds.


2.7No Separation.
This Royalty Agreement shall not be separable from the Preferred Shares until Conversion.


 


________________________


[*]
Indicates confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately
with the Securities and exchange Commission.








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3.Royalty Adjustments.


3.125% Royalty
Amount Increase due to financing. If, within 12 months from the Closing Date, the Company issues common shares or preferred
shares such that the price of the common shares or the preferred shares, on an as converted basis, is lower than the Conversion
Price, the Royalty Amount shall be increased by 25%.


3.2Automatic
Vesting. If, for any reason, the Company requires the Holders of the Preferred Shares to undergo Conversion prior to a Mandatory
Conversion Date, any Royalty Rights held by the then Holders of the Preferred Shares at the time of such Conversion shall immediately
become Vested Royalties upon such Conversion.


3.3Pro-Rata
Increase for Oversubscription of Preferred Shares. If the Company elects to exercise its right to increase the Offering such
that the total Preferred Shares sold in the Offering exceeds 675,000, then the Royalty Amount shall be increased proportionally
by multiplying the Royalty Amount defined in Section 2.2 by the total number of Preferred Shares sold in the Offering divided by
675,000.


4.Miscellaneous.


4.1.Notices.
All notices, requests, demands and other communications provided in connection with this Royalty Agreement shall be in writing
and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile
(with receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided below or
such other contact information as the parties may have duly provided by notice.


The Company:


	
        DelMar Pharmaceuticals,
        Inc.

        Suite 720-999
        West Broadway

        Vancouver British
        Columbia, Canada

        V5Z 1K5
	With a copy to:	
        Sichenzia Ross Friedman Ference LLP

        61 Broadway, NY, NY 10006

        Telephone:212-930-9700

        Facsimile:212-930-9275

        Attention:Gregory Sichenzia, Esq.



The Investors:


As per the contact information provided
on the signature pages hereof.


4.2.Survival
of Covenants. Each party hereto agrees that the covenants of such party contained in this Royalty Agreement shall survive the
Closing. Each Investor shall be responsible only for its own covenants


4.3.Entire
Agreement. This Royalty Agreement contains the entire agreement between the parties hereto in respect of the subject matter
contained herein and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject
matter contained herein.


4.4.Third Party
Beneficiaries. This Royalty Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


4.5.Successors
and Assigns. This Royalty Agreement shall be binding upon and inure to the benefit of the parties and their successors and
assigns. For the sake of clarity, this Royalty Agreement shall be binding upon an acquirer of DelMar or on the purchaser of all
or substantially all of the assets of DelMar.



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4.6.Amendment;
Waivers. All modifications, amendments or waivers to this Royalty Agreement shall require the written consent of both the Company
and the holders of the majority of the then-outstanding Preferred Shares.


4.7.Applicable
Law; Disputes. This Royalty Agreement shall be governed by and construed in accordance with the laws of the State of New York
without giving effect to the conflict of law provisions thereof, and the parties hereto irrevocably submit to the exclusive jurisdiction
of the United States District Court for the Southern District of New York, or, if jurisdiction in such court is lacking, the Supreme
Court of the State of New York, New York County, in respect of any dispute or matter arising out of or connected with this Royalty
Agreement.


4.8.Further
Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and shall execute
and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request
in order to carry out the intent and accomplish the purposes of this Royalty Agreement and the consummation of the transactions
contemplated hereby.


4.9.Counterparts.
This Royalty Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of
which taken together shall constitute one and the same instrument. This Royalty Agreement may also be executed via facsimile, which
shall be deemed an original.


 


[SIGNATURE PAGES IMMEDIATELY FOLLOW]



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IN
WITNESS WHEREOF, the undersigned Investors and the Company have caused this Royalty Agreement to be duly executed as
of the date first above written.


 


	 	DELMAR PHARMACEUTICALS, INC. 
	 	 
	 	By: 	
	 	 	Jeffrey Bacha , Chairman & Chief Executive Officer






INVESTORS:


 


The
Investor has elected to purchase:____________ Preferred Shares (to be completed by Investor) at a purchase price of $8.00
per Preferred Share under the terms  in the Securities Purchase Agreement.














	 	 	Name of Investor:
	 	 	 
	 	 	If an entity:
	 	 	 
	 	 	Print Name of Entity:
	 	 	
	 	 	 
	 	 	By:
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	If an individual:
	 	 	 
	 	 	Print Name:
	 	 	 
	 	 	 
	 	 	Signature:
	 	 	 
	 	 	 
	 	 	If joint individuals:
	 	 	 
	 	 	Print Name:
	 	 	 
	 	 	 
	 	 	Signature:
	 	 	 
	 	 	 
	 	 	All Investors:
	 	 	 
	 	 	Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Telephone No.:
	 	 	 
	 	 	
	 	 	Facsimile No.:
	 	 	 
	 	 	
	 	 	Email Address:
	 	 	 
	 	 	 






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