Exhibit
4.32


 





 


March
13, 2019


 


GloboAsia
LLC


11427
Potomac Oaks Drive


Rockville,
MD 20850


USA


Attention:
Dr. Keith Chan


 


Consultancy
Agreement


 


We
are pleased and welcome the acceptance of GloboAsia LLC (“GloboAsia”), with its business address at 11427 Potomac
Oaks Drive Rockville, MD 20850, USA to enter into this Consultancy Agreement (the “Agreement”) with Aptorum
Group Limited (“Company” or “we”) which are incorporated with limited liabilities under the laws
of Cayman Islands, with its business address at 17/F Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong.


 


The
following seeks to illustrate the context of the Agreement and the services to be rendered by GloboAsia for the Company, and the
terms and conditions as set out herewith.


 


	1.	The
                                         Company 



 


Aptorum
focuses on the licensing of, and acquisition of early stage preclinical assets with the intention to engage in drug research,
development, and commercialization purposes. Assets are acquired via open and public platforms such as the technology transfer
offices of accredited universities and academic institutions.


 


	2.	Scope
                                         of Services



 


	(a)	GloboAsia
                                         agrees to enter into this Agreement to provide certain consultancy, advisory, and management
                                         services to the Company through correspondence and man-hours as represented by Dr. Keith
                                         Chan (“Consultant”) (together with GloboAsia, “you”).



 


	(b)	Pursuant
                                         to this Agreement, the Consultant is to be enlisted as a member of our newly formed Scientific
                                         Advisory Board (“Advisory Board”) of the Company.



 


	(c)	As
                                         Consultant is not an Executive Director on the Board of Directors for the Company, he
                                         ultimately does not have legal nor professional authority to dictate the commercial decisions
                                         of the Company.



 


	(d)	As
                                         a member of our Advisory Board, Consultant is expected to provide, at and upon the Company’s
                                         request, the following services (“Services”):



 


		(i)	advise
                                         the management on developing its scientific concept and strategic planning, in building
                                         national as well as international collaboration;



 






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17/F Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong 香港干諾道中148號粵海投資大廈17樓
T:
(852) 2117 6611 • F: (852) 2850 7286 • www.aptorumgroup.com


     


    

 


 


 


		(ii)	provide
                                         strategic advice and make recommendations to the management regarding current and planned
                                         research and development programs;



 


		(iii)	advise
                                         the management regarding the scientific merit of technology or products involved in-licensing
                                         and acquisition opportunities; and



 


		(iv)	provide
                                         strategic advice to the management regarding emerging science and technology issues and
                                         trends.



 


		(v)	be
                                         responsive to the Company’s needs and interests, whereby deliverables to Company
                                         should be provided in good faith so that effort and quality is commensurable to fees
                                         provided to GloboAsia, with details described more fully below;



 


		(vi)	observe
                                         and comply with all statutory rules, and regulations where applicable as governed by
                                         the laws of his residence and that of GloboAsia’s incorporation;



 


		(vii)	provide
                                         training, guidance, steering, and access of expert networks to us where appropriate and
                                         required;



 


		(viii)	participate
                                         in meetings from time to time to discuss issues concerning regulatory activities undertaken
                                         by us;



 


		(ix)	perform
                                         his duties to a standard commensurate with the functions of his role and his knowledge,
                                         skills and experience;



 


		(x)	conduct
                                         any other related services as directed by us from time to time.



 


	(e)	Also,
                                         Consultant shall not:



 


		(i)	be
                                         responsible for our management and supervision;



 


		(ii)	be
                                         required or expected to attend to our day-to-day business; his time commitment to the
                                         Company is not expected in the form of day-to-day office hours or responsibilities; nor



 


		(iii)	have
                                         any legal nor professional authority to dictate our commercial decisions.



 


	(f)	Consultant
                                         shall devote his attention and skill to our interests and affairs in the performance
                                         of his duties, and in the exercise of such powers, comply with all and any lawful directions
                                         and instructions from time to time made or given to him by us according to the best of
                                         his skills and ability, and comply with all resolutions and regulations from time to
                                         time passed or made by our board of directors.



 


	(g)	Consultant
                                         shall faithfully and diligently perform his duties with due care and skill, and exercise
                                         only such powers as are consistent with his duties in relation to us, and use his best
                                         endeavors to protect, promote and act in our best interest.



 


	(h)	Consultant
                                         shall at all time keep the Company promptly and fully informed of his performance of
                                         the duties.



 






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17/F Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong 香港干諾道中148號粵海投資大廈17樓
T:
(852) 2117 6611 • F: (852) 2850 7286 • www.aptorumgroup.com


     


    

 


 


 


	3.	Date
                                         of Commencement



 


GloboAsia
shall commence its services to the Company on April 1, 2019 (the “Effective Date”).


 


	4.	Compensation



 


The
Company shall pay GloboAsia an hourly rate of US$300 for Services actually performed by rendered by Consultant in his role as
a member of the Advisory Board. GloboAsia shall submit an invoice to the Company on a monthly basis, reasonably detailing time
expended and a description of the nature of the Services rendered. The Company shall pay the hourly fees to GloboAsia for such
Services within 30 days of submission of an invoice.


 


	5.	Expenses



 


GloboAsia
is entitled to apply for reimbursement to expense outlays from time to time, deriving from expenses such as traveling and transportation
costs, accommodation cost, and other expenses where reasonably incurred in relation to your representative(s) rendering said services
for the Company and its affiliates in accordance to duties and tasks described in Section 2, however, that any reimbursable expenses
shall be pre-approved by us in writing.


 


	6.	Confidential
                                         Information



 


	(a)	You
                                         agree not to use any Confidential Information (as defined below) disclosed to you by
                                         us for your own use or for any purpose other than to carry out discussions concerning,
                                         and the undertaking of your duties hereunder. You agree to take all reasonable measures
                                         to protect the secrecy of and avoid disclosure or use of our Confidential Information
                                         in order to prevent it from falling into the public domain or the possession of persons
                                         other than our agents or persons to whom we consent to such disclosure. Upon our request,
                                         any materials or documents that have been furnished by us to you in connection with your
                                         duties hereunder shall be promptly returned by you to us.



 






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17/F Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong 香港干諾道中148號粵海投資大廈17樓
T:
(852) 2117 6611 • F: (852) 2850 7286 • www.aptorumgroup.com


     


    

 


 


 


	(b)	“Confidential
                                         Information” means any information, technical data or know-how (whether disclosed
                                         before or after the date of this Agreement), including, but not limited to, information
                                         relating to business and product or service plans, financial projections, customer lists,
                                         business forecasts, sales and merchandising, human resources, patents, patent applications,
                                         computer object or source code, research, inventions, processes, designs, drawings, engineering,
                                         marketing or finance to be confidential or proprietary or which information would, under
                                         the circumstances, appear to a reasonable person to be confidential or proprietary. Confidential
                                         Information does not include information, technical data or know-how that:



 


		(i)	is
                                         in the possession of you at the time of disclosure, as shown by your files and records
                                         immediately prior to the time of disclosure; or



 


		(ii)	becomes
                                         part of the public knowledge or literature, not as a direct or indirect result of any
                                         improper inaction or action of you. Notwithstanding the foregoing, you may disclose Confidential
                                         Information with our prior written approval or pursuant to the order or requirement of
                                         a court, administrative agency or other governmental bodies.



 


	7.	Insider
                                         Trading



 


You
recognize that in the course of Consultant ’s duties hereunder, you may receive from the Company or others information that
may be considered “material, nonpublic information” concerning a public company that is subject to the reporting requirements
of the Securities and Exchange Act of 1934, as amended. You agree NOT to: (a) purchase or sell, directly or indirectly, any securities
of any company while in possession of relevant material, nonpublic information relating to such company received from the Company
or others in connection herewith; (b) provide Company with information with respect to any public company that may be considered
material, nonpublic information without the prior written consent of the Company; or (c) communicate any material, nonpublic information
to any other person in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any
company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information.
Without limiting any of the confidentiality and insider trading obligations included in this Agreement, you and your affiliated
parties shall not discuss any information concerning Company obtained by Consultant in the course of performing the Services with
any financial, securities or industry analyst or with the media without the written agreement of Company.


 


	8.	Personal
                                         Data (Privacy) Ordinance



 


	(a)	Consultant
                                         ’s personal data may be used, held and/or stored (by whatever means) for (i) our
                                         promotion and marketing; (ii) making disclosure required by laws, rules and regulations;
                                         (iii) facilitating task distribution within us; (iv) compiling statistical information
                                         and employee profiles; (v) establishing benefit entitlements; and (vi) any incidental
                                         purposes relating to the above, and any other purpose which Consultant may from time
                                         to time agree.



 


	(b)	Subject
                                         to the terms and conditions contained herein, by accepting the engagement, Consultant
                                         authorizes the Company to disclose his name, likeness, biography and this engagement
                                         in the Company’ corporate filings, website and other publications.



 






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17/F Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong 香港干諾道中148號粵海投資大廈17樓
T: (852) 2117 6611 • F: (852) 2850 7286 • www.aptorumgroup.com 



     


    

 


 


 


	(c)	Personal
                                         data held by us relating to Consultant will generally be kept confidential but we may
                                         make all enquiries as it considers necessary to confirm the accuracy of the personal
                                         data. In particular, we may disclose, obtain, transfer (whether within or outside Hong
                                         Kong) Consultant ’s personal data to, from or with (i) any regulatory or government
                                         bodies; (ii) any other persons or institutions in connection with our business, insurers,
                                         clients and potential investors; and (iii) any other person to which the Company considers
                                         such disclosure, obtaining or transfer to be necessary or desirable for the purposes
                                         set out above.



 


	9.	Term
                                         and Termination



 


	(a)	This
                                         appointment of Globo Asia and Consultant shall commence from the Effective Date and expire
                                         on 31 December 2020 (“Term”), subject to satisfactory performance on an annual
                                         basis as determined by the Company.



 


Thereafter,
this Term shall be automatically renewed for successive one (1) year terms thereafter until and unless either you or the Company
issue(s) a written notice at least three (3) month before the end of the initial or any renewed Term.


 


Notwithstanding
the above, the terms and conditions of this Agreement shall remain in effect until expiration of the Term, unless it is terminated
prior to expiration subsequent to the following circumstances:


 


		(i)	by
                                         you after giving the Company no less than two (2) months’ notice in writing;



 


		(ii)	by
                                         the Company after giving you two (2) months’ notice in writing; or



 


		(iii)	by
                                         the Company without notice or compensation in the event of any dishonesty, fraud, gross
                                         negligence, willful default or refusal to carry out any lawful order or instructions,
                                         or the repeated breach of any rules or regulations of the Company, or those as governed
                                         by the laws of your residence or incorporation by Globo Asia or its representative(s);
                                         and/or



 


		(iv)	by
                                         the Company without notice or compensation in the event that Consultant is no longer
                                         a member of Globo Asia or able to perform the scope of services assigned to him as a
                                         member of the Advisory Board.



 


	10.	Governing
                                         Law



 


Unless
otherwise provided in this Agreement, the terms and conditions herein shall be governed and interpreted by the laws of Hong Kong
SAR.


 


	11.	Independent
                                         Contractor



 


You
hereby declare and confirms that the relationship with us will be that of an independent contractor and not that of an employee.
You shall not be eligible for any employee benefits. We shall not be responsible for any tax liabilities against you or deriving
from the Total Benefits, and any income or benefits under this Agreement whether arising in or outside the Territory and wherever
such tax liabilities are imposed. You will have no authority to enter into contracts that bind us or create obligations on the
part of us without our prior written authorization.


 






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17/F Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong 香港干諾道中148號粵海投資大廈17樓
T: (852) 2117 6611 • F: (852) 2850 7286 • www.aptorumgroup.com 



     


    

 


 


 


Please
signify your acceptance of the above terms and conditions by signing and returning to us the enclosed duplicate copy of this Agreement.


 


Yours
faithfully,


 


FOR
AND ON BEHALF OF APTORUM GROUP LIMITED 


 


	 	 
	Name:
    Ian Huen	 
	Position:
    Executive Director & CEO	 


 


	Accepted
    and agreed by:	 	Accepted
    and agreed by:
	 	 	 
	ON
    BEHALF OF GLOBOASIA LLC	 	DR.
    KEITH CHAN
	 	 	 
	 	 	 
	Name:
    Dr. Keith Chan	 	Date:
	Position:	 	 
	Date:	 	 


 


 


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17/F Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong 香港干諾道中148號粵海投資大廈17樓
T: (852) 2117 6611 • F: (852) 2850 7286 • www.aptorumgroup.com