Exhibit 10.13


 


CONSULTING AGREEMENT


 


THIS AGREEMENT made as of the 1st day of
April, 2022.


 


BETWEEN:


 


InMed Pharmaceuticals Inc., a corporation registered
in the Province of British Columbia and having its principal place of business at 310-815 W. Hastings St., Vancouver, BC, V6C 1B4,


 


(the “Company”)


 


	AND:	Brenda Edwards, an individual having a residential address at 111-1232 Johnson Street, Coquitlam,
BC, V3B 4T2



 


(the “Consultant”)


 


WHEREAS


 


A. The Company
is a global leader in the research, development, manufacturing and commercialization of rare cannabinoids and wishes to retain the consulting
services of the Consultant;


 


 B. The Consultant has relevant experience as financial consultant;




 


C. Under an assignment
agreement between Robert Half Canada Inc. and the Company dated March 14, 2022 (the “Assignment Agreement”), the Consultant
was seconded to the Company as a Senior Financial Consultant from March 16, 2022 to March 31, 2022;


 


D. The Consultant
executed a Confidentiality and Assignment of Inventions Agreement dated March 13, 2022;


 


E. On March
31, 2022, Robert Half Canada Inc. and the Company terminated the Assignment Agreement March 31, 2022 and executed and Executive Placement
Agreement which provides for, among other matters, the direct engagement of the Consultant by the Company;


 


F. The Company
wishes to retain the Consultant and the Consultant wishes to be retained to provide consulting advice to the Company with respect to the
advancement of its Business and other related matters on the terms and conditions set out in this Agreement; and


 


G. From April
1, 2022 until the Company determines otherwise, the Consultant will hold the title of Interim Chief Financial Officer.


 






     


    


    

 


NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration
of the premises and mutual covenants and agreements hereinafter contained, the Company and the Consultant agree as follows:


 


Section 1 - Interpretation


 


		1.1	In and for the purposes of this Agreement, unless there is something in the subject matter or context
inconsistent therewith, each of the following words, phrases and expressions will have the meanings ascribed to them below:



 


		(a)	“Business” means all activities of the Company and its affiliates (as affiliate is defined
in the Company Act (British Columbia));



 


		(b)	“Company” includes any related or affiliated entity;



 


		(c)	“Confidential Information” includes, but is not limited to, all information related to processes,
formulae, research, development, financial and business information, trade secrets or other proprietary information in whatever form,
concerning the past, present and planned future products, services, operations and marketing techniques and procedures of the Company,
and further includes any information related to the past, present and prospective customers, suppliers, clients, distributors and employees
of the Company, but does not include information which is in the public domain, without any fault or responsibility on the part of the
Consultant.



 


		(d)	“Effective Date” means the date this Agreement is fully executed.



 


		(e)	“Material” includes all documentation, work-in-progress, reports and other materials the
Consultant produces in the course of providing the Services;



 


		(f)	“Services” includes various financial related matters as agreed to between the parties from
time to time including, but not limited to, acting as the Company’s Interim Chief Financial Officer and Corporate Secretary;



 


		(g)	“Term” means the time period from the date of this Agreement until this Agreement is terminated
in accordance with Section 6.



 


		1.2	For the purposes of this Agreement, the singular of any term includes the plural, and vice versa, the
use of any term is generally applicable to either gender and, where applicable, to a corporation, the word “or” is not exclusive
and the word “including” is not limiting whether or not non-limiting language (such as “without
limitation” or “but not limited to” or words of similar import) is used with reference thereto.



 


Section 2- Engagement


 


		2.1	The Company retains and engages the Consultant to provide the Services in accordance with the terms
and conditions of this Agreement and the Consultant agrees to accept such retainer.



 


		2.2	The engagement of the Consultant under this Agreement will continue until such time as the Agreement
is terminated in accordance with 6.



 






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Section 3 - Services


 


		3.1	During the Term, the Consultant will be available to provide the Services to the
Company on a part- to full-time basis, compatible with the Consultant’s schedule and as required by the Company.



 


		3.2	The Consultant will perform the Services in a competent and professional manner and fully in accordance
with all policies of the Company and all applicable laws and regulations.



 


		3.3	The Consultant will not subcontract out any portion of the Services and will perform the Services personally.



 


Section 4- Compensation


 


		4.1	Consulting Fees. During the Term of this Agreement the Company will pay the consultant CDN $155.00,
plus any applicable GST, per hour in full consideration of the Services performed by the Consultant.



 


If the Consultant is required to
travel long distance on behalf of the Company, the travel time (e.g. on airplane) will be paid at the full rate for time spent providing
services and at a reduced rate of CDN $77.50 per hour otherwise. The Consultant will submit an invoice to the Company, reflecting the
services provided twice per month. Invoices will be payable monthly in arrears, within five business days after receipt of the invoice.


 


		4.2	Expenses. Subject to the following provisions:



 


		(a)	Compliance with Company Policies. Subject to compliance by the Consultant
with the Company’s expense and travel policies as may be in effect from time to time; and



 


		(b)	Expense Reports. Provided that the Consultant provides the Company with written
expense accounts including receipts



 


the Company shall reimburse the
Consultant for all reasonable expenses incurred in the performance of this Agreement;


 


Section 5– Debarment


 


		5.1	The Consultant certifies that they are not under investigation by the United States Food and Drug Administration
(the “FDA”) for debarment action and has not been debarred under and that they will not use in any capacity the services of
any person or entity that is under investigation for debarment action under the Generic Drug Enforcement Act of 1992 (21 U.S.C. 301 et
seq.) or has been so debarred, or who is otherwise restricted or disqualified from performing services relating to clinical trials, to
perform any Services under this Agreement. If, during the course of this Agreement, the Consultant becomes aware that the Consultant is under investigation by the FDA
or any health regulatory authority for debarment action or is debarred, or otherwise restricted or disqualified;



 


		(a)	the Consultant shall promptly inform the Company of such event and, upon the Company’s request,
will assist the Company in conducting an inquiry or audit regarding the Services performed by the Consultant for the Company; and



 


		(b)	the Company may in its sole discretion elect to terminate this Agreement with immediate effect.



 






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Section 6 – Termination


 


		6.1	The following terms and conditions apply to a termination of the engagement of the Consultant pursuant
to this Agreement:



 


		(a)	either party may terminate this Agreement at any time upon 7 days’ written notice to the other
party;



 


		(b)	in accordance with Section 6.1; or



 


		(c)	either party may terminate this Agreement without notice or any payment in lieu of notice in the event
of a material breach by the other party of any term of this Agreement.



 


Section 7 – Confidentiality, Ownership of Material
and Assignment of Intellectual Property Rights


 


		7.1	The Confidentiality and Assignment of Inventions Agreement between the Company and the Consultant dated
March 13, 2022 shall continue in full force and effect and shall survive the termination, for any reason, of the this agreement.



 


Section 8- Non-Exclusive Services


 


		8.1	The Company acknowledges and agrees that the Consultant is providing Services to the Company during
the Term of this Agreement on a non-exclusive basis. The Company acknowledges that the Consultant is currently engaged to provide services
to other companies as set out in Appendix C and that some of these engagements may be in conflict with the business of the Company. Before
entering into any other such engagements, the Consultant will first inform the Company.



 


Section 9 – Relationship between the Parties


 


		9.1	This Agreement does not constitute or create an employment, agency, partnership or joint venture relationship
between the Consultant and the Company.



 


		9.2	The Consultant will be wholly responsible for all taxes and other fees levied on the fees and
                                                                                                      services under this Agreement. Without limitation, the Consultant will make, and will indemnify the Company for, all statutory
                                                                                                      contributions and remittances, including, without limitations, federal and provincial sales tax, any taxes pursuant to the Income
                                                                                                      Tax Act, employment insurance, pension, workers’
compensation, other similar levies, and all fines and penalties levied for failure to make payment.



 






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Section 10 – General Provisions


 


		10.1	Severability. Each provision of this Agreement constitutes a separate and distinct obligation
and if any provision of this Agreement is determined to be void or unenforceable, in whole or in part, it will be deemed not to affect
or impair the validity of any other obligation or provision.



 


		10.2	Entire Agreement. The Parties acknowledge that the terms and conditions contained within this
                                                                                                       Agreement constitute the entire agreement between the parties hereto. This Agreement supersedes and replaces all prior written and
                                                                                                       oral agreements between the Consultant and the Company including through the Assignment Agreement. In consideration for the Company
                                                                                                       retaining the Consultant and the Consultant agreeing to such retention, each of the Consultant waives and releases any claims
                                                                                                       whatsoever arising pursuant to the Assignment Agreement.



 


		10.3	Succession. This Agreement will enure to the benefit of and be binding upon each of the Company
and the Consultant and their respective successors and assigns, and may not be assigned or transferred by either party except with the
prior written consent of the other party.



 


		10.4	Notices. Any notices to be given hereunder by either party to the other party may be effected
in writing, either by personal delivery or by mail if sent certified, postage prepaid, with return receipt requested. Mailed notices will
be addressed to the parties at the address set out on the first page of this Agreement, or as otherwise specified from time to time. Notice
will be effective upon delivery.



 


		10.5	Amendments and Waivers. No amendment to this Agreement will be valid or binding unless set forth
in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this Agreement will be effective
or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver,
will be limited to the specific breach waived.



 


		10.6	Survival. Notwithstanding the expiration or early termination of this Agreement, Sections 1.1,
1.2, 7.1, 9.2, and this Section 10.



 


		10.7	Governing Law. This Agreement will be governed by and construed, enforced and interpreted exclusively
in accordance with the laws of the Province of British Columbia and the applicable laws of Canada therein.



 


		10.8	Independent Legal Advice. The Consultant specifically confirms that the Consultant has been provided
with the opportunity to retain independent legal advice prior to entering into this Agreement.



 


Remainder of Page Intentionally Left Blank.


 






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IN WITNESS WHEREOF the parties have executed this Agreement
as of the date first above written.


 


	InMed Pharmaceuticals, Inc.	 
	 	 
	/s/ Eric A. Adams	 
	Eric A. Adams,	 
	Chief Executive Officer	 
	 	 
	Date:	April 1, 2022	 
	 	 
	/s/ Brenda Edwards	 
	Brenda Edwards	 
	Consultant	 
	 	 
	Date:	April 1, 2022	 



 


 


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