Exhibit
10.9


 


CERTAIN
CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF


MARKING SUCH INFORMATION WITH BRACKETS (“[***]”)
BECAUSE THE IDENTIFIED


CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT


THE REGISTRANT TREATS AS PRIVATE OR
CONFIDENTIAL.

 


Research
Services Agreement


 


DETAILS


 


	PARTIES	 
	Monash	Monash University (ABN 12 377 614 012), a body corporate constituted in accordance with the Monash University Act 2009 (Vic) of Wellington Road, Clayton, Victoria, Australia 3800
	Contracting Party	
    Incannex Pty Ltd (ABN 33 630 326 902) of PO Box 324, Collins Street
    West, Melbourne

    VIC 8007 (“Incannex”)

	TERM	 
	Commencement Date	15 February 2021
	Completion Date	
    Phase 1: Six months from animal ethics clearance. Behaviour
    and Blood biomarkers preliminary report to be provided after five months.

     

    Phase 2: Four months from Incannex notification to proceed with Phase
    2.

	RESEARCH
                                            SERVICES
	 
	Research Services	The research services described in Annexure A
	Deliverables	A written report including detailed data analysis
	Milestones	
    Description

     

    1.       Delivery of Phase 1 behaviour and
    blood biomarkers report 

    2.       Delivery of Phase 1 ex vivo MRI report

    3.       If at the completion of Phase 1 Incannex agrees to the commencement
    of Phase 2, delivery of Phase 2 report.

	Key Personnel	Stuart McDonald, Richelle Mychasiuk,Sandy Shultz 

Department of Neuroscience, Central Clinical School
	Contracting Party Responsibilities	          ● Incannex
    to provide 50 g of synthetic cannabidiol manufactured by SCI-pharmtech
	Background IP	Monash Background IP: None Specified

                                                                                 

                                                                                Contracting Party Background IP: Incannex has IP over the CBD isoflurane combination for treatment of traumatic brain injury.

	Are Monash approvals

 (eg ethics/biosafety) required?	              ☐
    YES                                                          
    ☒ NO
	PAYMENT
	 







	
    Fees 
	 	 
	 	Phase 1: Invoicing date or Milestone	Amount $AUD (excl GST)
	 	Upon signing this agreement	[***]
	 	Upon Submission of two Phase 1 Reports	[***]
	 	TOTAL	[***]
	 	*  Parties have agreed that they can progress to Phase 2 project contingent upon success of Phase 1 and agreement of Contracting Party with additional fees of [***] + GST. Timeline and Schedule for the phase 2 to be agreed in writing by both parties. 
	 	Phase 2: Invoicing date or Milestone	Amount $AUD (excl GST)
	 	Upon agreement	[***]
	 	Upon Submission of Phase 2 Report	[***]
	 	TOTAL	[***]
	Expenses	Not Applicable	 



 






    	Research Services Agreement Option 2 (June 2020)	 	Page 1 of 17



     


    




 


	CONTACT
    DETAILS	 
	Address for notices	
    Monash address:

     

    Attention:
    Sean Meehan

        Director Contracts

        Management Office 

    Address:   Monash University

        New Horizons Building -

    Room 1.46, 20 Research 

    Way, Clayton VIC 3800 

    Phone:
[***]

    Email: [***]
	
    Contracting Party address:

     

    Attention: Mr
    Glen Fowles

 Address:   Incannex Pty Ltd

    PO Box 324

    Collins Street West 

Melbourne VIC 8007

    Phone:
      [***]

    Email: [***]

	Address for invoices	Please send invoices via email to Glenn Fowles as above and copy Mark Bleackley mark@incannex.com.au


 


EXECUTED
as an agreement


 


	SIGNED for and on behalf
    of	)	 	
	MONASH UNIVERSITY by	)	 	
	its authorised officer:	 	 	 
	 	 	 	 
	Ross Coppel	)	 	/s/ Ross Coppel
	Print Name	 	 	Signature
	 	 	 	 
	Senior Deputy Dean and	 	 	 
	Director of
    Research, FMNHS	 	 	26 –
    2 – 2021
	Title	 	 	Date
	 	 	 	 
	SIGNED for and on behalf of	)	 	
	the CONTRACTING PARTY by	)	 	
	its authorised officer:	)	 	
		 	 	
	Joel Latham	)	 	/s/ Joel
    Latham
	Print Name	)
    	 	Signature
	 	 	 	 
	Managing Director
    & CEO	 	 	10.03.2021
	Title	 	 	Date



 




    	Research Services Agreement Option 2 (June 2020)	 	Page 2 of 17



     


    

 


Background


 


		A.	The Contracting
Party wishes to engage Monash to perform the Research Services.



 


		B.	Monash
                                            agrees to perform the Research Services on the terms set out in this Agreement.



 


		1.	Definitions



 


		1.1	In
                                            this Agreement:



 


Agreement
means this agreement, the Details, and annexures (if any);


 


Australian
Sanctions Law means any law prohibiting or restricting dealings with proscribed states, persons or entities or seeking to prevent
the proliferation of weapons, including but not limited to laws implementing the sanctions imposed by the United Nations Security Council.;


 


Background
IP means Intellectual Property Rights owned or controlled by a Party at the Commencement Date or created or acquired independently
of this Agreement, that a Party makes available for the performance of the Research Services, and includes Improvements and any Background
IP specified in the Details;


 


Business
Day means a weekday on which banks are open in Melbourne, Australia.


 


Confidential
Information means information disclosed to a Party (Receiving Party) in any material form by the other Party (Disclosing
Party) in relation to the Research Services which is by its nature confidential, which is designated by the Disclosing Party as confidential,
or which the Receiving Party knows or ought to know is confidential, but does not include (or, as the case requires, ceases to include)
information which:


 


		(a)	is
in the public domain at the time of disclosure;
	 	 	 



		(b)	is
published or otherwise becomes part of the public domain through no fault of the Receiving Party;
	 	 	 



		(c)	was
in the possession of the Receiving Party at the time of disclosure without an obligation of non-disclosure to the Disclosing Party;
	 	 	 



		(d)	is
received from a third party without an obligation of non-disclosure;
	 	 	 



		(e)	is
independently created by or on behalf of the Receiving Party by persons who had no knowledge of the Confidential Information; or
	 	 	 



		(f)	is
required to be disclosed by law.



 


Controller
means, in relation to a person:


 


		(a)	a
                                            receiver, receiver and manager, administrator or liquidator (whether provisional or otherwise)
                                            of that person or that person’s property; or
	 	 	 



		(b)	anyone
                                            else who (whether or not as agent for the person) is in possession, or has control, of that
                                            person’s property to enforce an encumbrance;



 


Details
mean the matters set out in the table on the front page(s) of this Agreement headed “Details”;


 


Developed
IP means Intellectual Property Rights created or developed by or on behalf of Monash in the course of performing the Research Services,
including the Deliverables, but expressly excluding Background IP;


 


Force
Majeure Event has the meaning given to that term in clause 10.1;


 


GST
means a goods and services tax imposed on the supply of goods and services (including intellectual property) under the A New Tax
System (Goods and Services Tax) Act 1999 (Cth);


 




    	Research Services Agreement Option 2 (June 2020)	 	Page 3 of 17



     


    

 


Improvements
means any improvements, enhancements, modifications, adaptations, extensions, developments, mutations, application of Background
IP, and all other technical advances made by or on behalf of Monash to Background IP, whether or not protected by statute, in the course
of providing the Research Services;


 


Insolvency
Event means, in respect of a Party, any one or more of the following events or circumstances:


 


		(a)	a
                                            winding up, dissolution, liquidation, provisional liquidation, administration or bankruptcy;
	 	 	 



		(b)	having
                                            a Controller or analogous person appointed to it or any of its property;
	 	 	 



		(c)	being
                                            unable to pay any of its debts as and when due and payable or being deemed to be insolvent
                                            under any provision of the Corporations Act 2001 (Cth) or any other law;
	 	 	 



		(d)	seeking
                                            protection from its creditors under any law, entering into a compromise, moratorium, assignment,
                                            composition or arrangement with, or for the benefit of, any of its members or creditors,
                                            or
	 	 	 



		(e)	any
                                            analogous event or circumstance to those described in paragraphs (a) to (d) under any law,



 


unless
such event or circumstance occurs as part of a solvent reconstruction, amalgamation, compromise, arrangement, merger or consolidation
approved by the other party (which approval is not to be unreasonably withheld or delayed);


 


Intellectual
Property Rights means all rights resulting from intellectual activity whether capable of protection by statute, common law or in
equity, including copyright, discoveries, inventions, patent rights, registered and unregistered trade marks, design rights, circuit
layouts, plant varieties, the right to have confidential information kept confidential and all rights and interests of a like nature,
together with any and all documentation relating to such rights and interests;


 


Party
means Monash or the Contracting Party and Parties means both of them;


 


Personal
Information means ‘personal information’ as defined in the Privacy and Data Protection Act 2014 (Vic) and ‘health
information’ as defined in the Health Records Act 2001 (Vic);


 


Research
Services means the research services to be provided by Monash under this Agreement, as described in the Details;


 


Term
means the term of this Agreement as set out in clause 2.


 


	1.2	All
                                            other capitalised expressions in this Agreement have the meanings given to them in the Details.
	 	 



		2.	Term



 


This
Agreement will commence on the Commencement Date and will continue until the Completion Date, unless terminated earlier in accordance
with this Agreement.


 


		3.	Research
                                            Services



 


		3.1	Performance



 


		(a)	Monash
                                            agrees to:



 


		(i)	carry
out the Research Services in accordance with the terms of this Agreement, including providing the Deliverables and complying with the
Milestones as set out in the Details;



 


		(ii)	carry
                                            out the Research Services in accordance with all reasonable professional, scientific and
                                            ethical principles and standards;



 


		(iii)	use
                                            reasonable endeavours to obtain any required Monash approvals and is not required to commence
                                            the Research Services until such approvals are obtained. If Monash approvals are unable to
                                            be obtained or obtained in a timely manner, the Parties will communicate with each other
                                            and decide whether to terminate this Agreement. If the Parties agree to terminate this Agreement
                                            under this clause, Monash will be entitled to payment for work done and Expenses incurred
                                            up to the date of termination; and



 




    	Research Services Agreement Option 2 (June 2020)	 	Page 4 of 17



     


    




 


		(iv)	use
                                            reasonable endeavours to ensure that any Key Personnel are actively involved in delivering
                                            the Research Services. Where the Key Personnel leave the employ of Monash or are unable to
                                            perform the Research Services, Monash will use reasonable endeavours to provide a replacement
                                            subject to the Contracting Party’s approval which will not be unreasonably withheld
                                            or delayed. If a suitable replacement cannot be found or is not agreed to by the Parties,
                                            the Parties will communicate with each other and decide whether to terminate this Agreement.
                                            If the Parties agree to terminate this Agreement under this clause, Monash will be entitled
                                            to payment for work done and Expenses incurred up to the date of termination, and reasonable
                                            costs necessarily incurred arising from such termination.



 


		(b)	The
                                            Contracting Party acknowledges and agrees that to the extent that Monash is unable to perform
                                            the Research Services, or there is a change in the scope of the Research Services, due to
                                            any act or omission of the Contracting Party or any Force Majeure Event, Monash may, acting
                                            reasonably, propose amendments to the Details and the Fees. Monash will promptly provide
                                            the Contracting Party with notice of such proposed amendments, whereupon the Parties will
                                            meet and agree on changes (if any). If the Parties are unable to agree on the changes, then
                                            the Agreement will be terminated on a date agreed between the Parties (both acting reasonably)
                                            and Monash will be paid all Fees and Expenses up to the date of termination, including any
                                            committed Fees and Expenses.



 


		3.2	Contracting
                                            Party Responsibilities



 


		(a)	The
                                            Contracting Party will comply with or perform the Contracting Party Responsibilities at its
                                            sole expense and will promptly provide Monash with any materials listed under the Contracting
                                            Party Responsibilities (Materials), in addition to all information and assistance
                                            reasonably required to enable Monash to carry out the Research Services.



 


		(b)	The
                                            Contracting Party will:



 


		(i)	ensure
                                            that the Materials are accurate, complete and current;



 


		(ii)	ensure
                                            that it is entitled to supply the Materials to Monash for the purpose of the Research Services;



 


		(iii)	ensure
                                            that the use of the Materials in connection with the Research Services is lawful and all
                                            required consents, permissions or authorisations relating to such use have been obtained;



 


		(iv)	be
                                            responsible for arranging for the packaging and delivery of all Materials to Monash and for
                                            all associated costs. Monash will not be responsible for any damage to the Materials prior
                                            to delivery to it;



 


		(v)	unless
                                            specified by written notice to Monash, ensure that the Contracting Party Materials, when
                                            used by Monash for the Research Services, are not reasonably capable of constituting a threat
                                            to safety, health, life, property or the environment; and



 


		(vi)	ensure
                                            that it provides Monash all relevant information regarding the Materials, including, without
                                            limitation, information relating to the safe, secure and appropriate transportation, use,
                                            storage and disposal of the Materials.



 




    	Research Services Agreement Option 2 (June 2020)	 	Page 5 of 17



     


    

 


		4.	Payment



 


		4.1	Fees
                                            and Expenses



 


In
consideration of Monash performing the Research Services, the Contracting Party must pay to Monash the Fees and Expenses in the manner
specified in the Details.


 


		4.2	Late
                                            Payment



 


Monash
may suspend performance of the Research Services or its other obligations under this Agreement until any overdue amounts are paid. The
Contracting Party will pay, if demanded, interest at a rate 2% higher than the rate fixed from time to time under the Penalty Interest
Rates Act 1983 (Vic) on any amounts which the Contracting Party has not paid to Monash by the due date. Interest is to be calculated
daily from the due date and will continue until the overdue amounts are paid.


 


		5.	GST



 


		5.1	Monash
                                            shall submit invoices for amounts payable according to the Details and the Contracting Party
                                            agrees and undertakes to pay such amounts within thirty (30) days of receipt of a valid tax
                                            invoice.



 


		5.2	Any
                                            amount payable by the Contracting Party for anything supplied under this Agreement is expressed
                                            exclusive of GST. The Contracting Party will, on issue of a valid tax invoice (or other documentation
                                            required under GST laws to enable tax in-put credits to be claimed), pay Monash an additional
                                            amount equal to the GST liability payable by Monash on the supply within 30 days of the invoice.



 


		6.	Intellectual
                                            Property Rights



 


		6.1	Background
                                            IP



 


		(a)	Each
                                            Party agrees that it will not have any claim, ownership or interest in the other Party’s
                                            Background IP, except as specified in this Agreement.






 


		(b)	Where
                                            Background IP is contributed by the Contracting Party, the Contracting Party grants Monash
                                            a non-exclusive, royalty-free licence for the Term to use, reproduce, communicate, modify
                                            and adapt that Background IP solely for the purpose of providing the Research Services.



 


		(c)	To
                                            the extent that Improvements have been made by Monash to the Contracting Party’s Background
                                            IP (Contracting Party Improvements), Monash agrees that title to, and all Intellectual
                                            Property Rights (including future copyright) in the Contracting Party Improvements will automatically
                                            be transferred and assigned to the Contracting Party, encumbrance free, such transfer and
                                            assignment to be effective on payment in full of the Fees and Expenses.



 


		(d)	Monash
                                            agrees to execute all such further documents and do all such further acts, at the Contracting
                                            Party’s expense, that are necessary to effect the assignment in clause 6.1(c).



 


		6.2	Ownership
                                            of Developed IP



 


		(a)	Title
                                            to, and all Intellectual Property Rights (including future copyright) in, the Developed IP
                                            will automatically be transferred and assigned to the Contracting Party, encumbrance free,
                                            such transfer and assignment to be effective on payment in full of the Fees and Expenses.



 


		(b)	Monash
                                            agrees to execute all such further documents and do all such further acts, at the Contracting
                                            Party’s expense, that are necessary to effect the assignment of the Developed IP to
                                            Contracting Party under clause 6.2(a).



 




    	Research Services Agreement Option 2 (June 2020)	 	Page 6 of 17



     


    

 


		(c)	Where
                                            the use of any Monash Background IP is necessary for the Contracting Party to be able to
                                            fully utilise the Developed IP, Monash will grant the Contracting Party a non-exclusive licence,
                                            on reasonable commercial terms to be negotiated in good faith, to use, reproduce, communicate,
                                            publish, adapt and exploit that Background IP in conjunction with the Developed IP to the
                                            extent necessary and solely for the purpose of utilising the Developed IP.



 


		6.3	Licence
                                            to Monash



 


		(a)	The
                                            Contracting Party grants to Monash a non-exclusive, irrevocable, perpetual, free, worldwide
                                            licence to use, reproduce, communicate, publish, adapt and exploit the Developed IP solely
                                            for research, teaching and publication purposes (subject to Monash’s compliance with
                                            clause 9.2).



 


		(b)	Where
                                            the use of any Background IP of the Contracting Party is necessary for Monash to be able
                                            to fully utilise the Developed IP in accordance with the licence granted to it under clause
                                            6.3(a), the Contracting Party grants Monash a non-exclusive, irrevocable, perpetual, free,
                                            worldwide licence to use, reproduce, communicate, publish, adapt and exploit that Background
                                            IP in conjunction with the Developed IP solely for the purpose of utilising the Developed
                                            IP in accordance with clause 6.3(a).



 


		7.	Liability,
                                            warranties and indemnity



 


		7.1	Acknowledgement



 


The
Contracting Party acknowledges and agrees that:


 


		(a)	while
                                            Monash will exercise reasonable care and diligence in carrying out the Research Services,
                                            research work is by its nature uncertain and that the outcomes of the Research Services and
                                            its ability to produce commercially useful results cannot be assured;



 


		(b)	Monash
                                            makes no representation and gives no warranties that any Developed IP will be patentable;



 


		(c)	Monash
                                            is not required to make enquiries or undertake patent searches to ascertain whether any Developed
                                            IP or Background IP infringes any third party Intellectual Property Rights;



 


		(d)	the
                                            Developed IP is a result of experimental research and as such, the Contracting Party must
                                            use its own judgement as to the applicability and appropriateness of the Developed IP for
                                            the Contracting Party’s intended use;



 


		(e)	the
                                            Contracting Party assumes sole responsibility and risk in interpreting, using, exploiting
                                            and protecting the Developed IP (including any findings, results and recommendations contained
                                            within); and



 


		(f)	given
                                            the above, to the maximum extent permitted by law, subject to clause 7.7 and notwithstanding
                                            anything else in this Agreement, Monash will not be liable to the Contracting Party for any
                                            loss or damage arising from:



 


		(i)	Contracting
                                            Party’s (or any of its users) use of any Developed IP (including any findings, results
                                            and recommendations contained within); or



 


		(ii)	Monash’s
                                            failure to perform work on time or within estimated costs, provided that Monash has exercised
                                            reasonable care and diligence in carrying out the Research Services.



 




    	Research Services Agreement Option 2 (June 2020)	 	Page 7 of 17



     


    

 


		7.2	Developed
                                            IP and Background IP limitation on warranty



 


Monash
makes no representations and gives no warranties that the Developed IP, Monash Background IP, or any Improvements to the Contracting
Party’s Background IP when used by the Contracting Party in accordance with the terms of this Agreement or otherwise, will not
infringe upon any third party Intellectual Property Rights.


 


		7.3	Limitation
                                            of condition, guarantee or warranty



 


Monash
will exercise all reasonable care and diligence in carrying out the Research Services but where permitted by law (including, without
limitation, under the Competition and Consumer Act 2010) specifically excludes any condition, guarantee or warranty either express or
implied, as to the standard or timeliness of work, the accuracy of, or fitness for a particular purpose of, the Research Services.


 


		7.4	Limitation
                                            of liability



 


		(a)	To
                                            the fullest extent permitted by law (including, without limitation, the Competition and Consumer
                                            Act 2010), Monash’s liability under any condition, guarantee or warranty which cannot
                                            legally be excluded is limited, at the option of Monash, to supplying the Research Services
                                            again or paying the cost of having the Research Services supplied again.



 


		(b)	Monash’s
                                            liability under this Agreement is reduced to the extent that any damage, liability, loss
                                            or cost arises from or is attributable to any act or omission of the Contracting Party, its
                                            officers, employees, agents or contractors.



 


		7.5	Contracting
                                            Party to bear responsibility and risk



 


The
Contracting Party assumes sole responsibility and risk in interpreting, using and exploiting the Developed IP and any Improvements to
its Background IP (including any findings, results and recommendations therein) and shall indemnify Monash and its officers, employees
and agents against any actions, proceedings, suits, claims and demands arising from such interpretation, use or exploitation by the Contracting
Party, its officers, employees, contractors, agents, successors, licensees or assigns; save to the extent such loss, damage or expense
is directly attributable to any breach of this Agreement by Monash or any negligent, fraudulent, or unlawful act or omission by Monash.


 


		7.6	Special,
                                            indirect or consequential loss or damage



 


To
the fullest extent permitted by law, Monash will not be liable to the Contracting Party or any third party for any special, indirect
or consequential loss or damage, or loss of anticipated profits, revenue, data or opportunity, arising from or in any way relating to
this Agreement, whether in tort (including negligence), contract, statute, equity or otherwise.


 


		7.7	Maximum
                                            liability



 


Notwithstanding
any other clause in this Agreement and to the fullest extent permitted by law, Monash’s liability arising from its obligations
under this Agreement or in any other manner related to this Agreement, whether in tort (including negligence), contract, statute, equity
or otherwise, will not in the aggregate exceed the Fees and Expenses paid under this Agreement.


 


		8.	Privacy



 


		8.1	Each
                                            Party must handle any Personal Information relating to the Research Services or under this
                                            Agreement in accordance with the Privacy and Data Protection Act 2014 (Vic) and the
                                            Health Records Act 2001 (Vic), including the Information Privacy Principles and Health
                                            Privacy Principles, and any code of practice or guidelines made under these Acts, and must
                                            co-operate with all efforts by either Party to comply with these laws, codes and guidelines,
                                            including in response to a complaint or a suspected privacy breach.



 




    	Research Services Agreement Option 2 (June 2020)	 	Page 8 of 17



     


    

 


		8.2	Where
                                            the Contracting Party discloses any Personal Information it receives from Monash, or it receives,
                                            creates or holds in connection with this Agreement, to any third party for the purposes of
                                            this Agreement, the Contracting Party must ensure that the third party is subject to enforceable
                                            obligations requiring the third party to comply with the obligations in this clause as if
                                            the third party were the Contracting Party, and to enforce these obligations against the
                                            third party if required to do so by Monash.



 


		8.3	To
                                            the extent that:



 


		(a)	the
                                            European Union’s General Data Protection Regulation (2016/679) (GDPR) is applicable
                                            to Monash or the Contracting Party (or both) in the context of this Agreement; and



 





		(b)	GDPR
                                            provisions impose obligations on Monash or the Contracting Party (or both) which are additional
                                            to the obligations in clauses Error! Reference source not found. or 8.2 in respect
                                            of personal data as that term is defined in the GDPR,



 


the
Contracting Party shall comply with those GDPR provisions in addition to its obligations under clauses Error! Reference source not
found. and 8.2.


 


		8.4	The
                                            Contracting Party will indemnify and will continue to indemnify, defend and hold harmless
                                            Monash, its officers and employees from and against all claims, losses, liabilities, damages,
                                            settlements, expenses and costs (including reasonable legal costs) arising out of or relating
                                            to the Contracting Party’s breach of this clause 8 or a breach by any third party of
                                            the obligations it undertakes under clause 8.2.



 


		9.	Confidentiality
                                            and Publication



 


		9.1	Obligations
                                            of confidentiality



 


Each
party (Receiving Party) receiving, possessing or otherwise acquiring Confidential Information of the other party (Disclosing
Party) acknowledges that the Disclosing Party’s Confidential Information is the property of and confidential to or a trade
secret of the Disclosing Party. The Receiving Party must:


 


		(a)	keep
                                            the Disclosing Party’s Confidential Information confidential and not directly or indirectly
                                            disclose, divulge or communicate that Confidential Information to, or otherwise place that
                                            Confidential Information at the disposal of, any other person without the prior written approval
                                            of the Disclosing Party;



 


		(b)	take
                                            all reasonable steps to secure and keep secure all Disclosing Party’s Confidential
                                            Information in its possession or control; and



 


		(c)	not
                                            deliberately memorise, use, modify, reverse engineer or make copies, notes or records of
                                            the Disclosing Party’s Confidential Information for any purpose other than in connection
                                            with the performance by the Receiving Party of its obligations under this Agreement.



 


		9.2	Publication
                                            rights



 


		(a)	Monash
                                            may publish the Developed IP and include Incannex researchers as co-authors as appropriate.
                                            Monash should provide the Contracting Party with a thirty (30) day period in which to review
                                            each proposed publication to identify:
	 	 	 



		(i)	any
                                            inadvertent disclosure of the Contracting Party’s Confidential Information; and/or



 


		(ii)	any
                                            disclosure of information created under the Research Services that is likely to prejudice
                                            the commercial exploitation of Developed IP.



 


		(b)	If
                                            the Contracting Party notifies Monash in writing within the thirty (30) day period that the
                                            proposed publication should not be published due to clauses 9.2(a)(i) and/or 9.2(a)(ii),
                                            then the Parties agree that they will communicate with each other in good faith with a view
                                            to reaching agreement on whether the proposed publication can be published in some amended
                                            form. If the Contracting Party does not respond to Monash within the thirty (30) day period,
                                            approval to publish is deemed to be given.






 


	 	9.3	The Contracting Party shall not publish, or make a public statement about, any findings, results, outcomes or recommendations arising from the Research Services in association with the name, trade marks or logos of Monash or the name of Monash staff, without the express written approval of Monash.


 


	 	9.4	The Contracting Party shall not represent that Monash or any Monash staff in any way endorse, support or approve of, any products, services, intellectual property or business of the Contracting Party, unless Monash has given its express written consent to such representation.


 




    	Research Services Agreement Option 2 (June 2020)	 	Page 9 of 17



     


    




 





		10.	Force
                                            Majeure



 


		10.1 	Neither
                                            party will be liable for any delay or failure to perform its obligations under this Agreement
                                            where such delay or failure is due to any event beyond that party’s reasonable control
                                            including by reason of any of the following: labour disturbances, shortages or disputes of
                                            any kind; natural disasters; national emergencies; government directives or restrictions;
                                            civil disorders; acts of war or aggression; acts of God; failure of utilities; mechanical
                                            breakdowns; material shortages; epidemics; pandemics (including but not limited to COVID-19);
                                            or similar occurrences (Force Majeure Event). This clause does not apply to the Contracting
                                            Party’s obligation to pay the Fees and Expenses.



 


		10.2	The
                                            Party unable to perform its obligations as a result of a Force Majeure Event must:



 


		(a)	notify
                                            the other Party promptly of any delay or failure to perform referred to in clause 10.1; and



 


		(b)	use
                                            reasonable endeavours to resume performance in accordance with this Agreement as soon as
                                            practically possible.



 


		11.	Dispute
                                            Resolution



 


		11.1	The
                                            Parties will attempt to resolve any dispute arising under this Agreement by negotiation in
                                            good faith, initiated by one Party giving written notice of the dispute to the other Party.



 


		11.2	If
                                            a dispute remains unresolved within thirty (30) Business Days of a Party receiving written
                                            notice of the dispute, the Parties will refer the dispute to mediation. The mediator will
                                            be appointed jointly by the Parties or, where the Parties cannot agree, nominated by the
                                            then President of the Law Institute of Victoria or if not then in operation, a like organisation
                                            to be agreed between the Parties. All costs of the mediation shall be borne equally by the
                                            Parties, and the Parties shall bear their own legal costs.



 


		11.3	In
                                            the event the dispute is not resolved by mediation within twenty (20) Business Days after
                                            the appointment of the mediator, or such further time as the Parties agree in writing, a
                                            Party may then commence proceedings in relation to the dispute.



 


		11.4	Notwithstanding
                                            the existence of a dispute, the Parties must continue to perform their obligations under
                                            this Agreement.



 


		11.5	Nothing
                                            in this clause 11 shall be taken as preventing a Party from commencing a proceeding for urgent
                                            interlocutory relief or from terminating this Agreement in accordance with clause 12.



 






    	Research Services Agreement Option 2 (June 2020)	 	Page 10 of 17



     


    

 


		12.	Termination



 


		12.1	Either
                                            Party (Terminating Party) may terminate this Agreement immediately by notice in writing
                                            to the other Party (Defaulting Party) if:



 


		(a)	the
                                            Defaulting Party is in breach of this Agreement and the Defaulting Party fails to remedy
                                            the breach, where it is capable of remedy, within 20 Business Days of receiving written notice
                                            of the breach from the Terminating Party;



 


		(b)	the
                                            Defaulting Party is in breach of this Agreement and the breach is not capable of remedy;



 


		(c)	an
                                            Insolvency Event occurs in relation to the Defaulting Party; or



 


		(d)	the
                                            Parties agree that the Milestones will not be met, whether because it appears the outcomes
                                            will not be attained or for technical reasons the work should not continue.



 


		12.2	Monash
                                            may terminate this Agreement immediately by notice in writing if the Contracting Party breaches
                                            clause 13.11.



 


		12.3	Upon
                                            termination of this Agreement for any reason:



 


		(a)	each
                                            Party must immediately cease using the other Party’s Confidential Information and promptly
                                            return to the other Party its Confidential Information or, if requested by the other Party,
                                            destroy it;



 


		(b)	in
                                            the case of termination pursuant to clause 12.1(d), the Contracting Party will meet payments
                                            due to Monash up to the effective date of termination, plus the reasonable costs and committed
                                            expenses of Monash which cannot be avoided notwithstanding the termination; and



 


		(c)	the
                                            termination will be without prejudice to any other remedies available to any Party.



 


		13.	General



 


		13.1	Nature
                                            of obligations



 


		(a)	Any
                                            provision in this Agreement which binds more than one person binds all of those persons jointly
                                            and each of them severally.



 


		(b)	Each
                                            obligation imposed on a Party by this Agreement in favour of another is a separate obligation.



 


		13.2	Entire
                                            understanding



 


This
Agreement contains the entire understanding between the Parties concerning the subject matter of this Agreement and supersedes, terminates,
and replaces all prior agreements between the Parties.


 


		13.3	Further
                                            assurances



 


A
Party, at its own expense and within a reasonable time of being requested by the other Party to do so, must do all things and execute
all documents that are reasonably necessary to give full effect to this Agreement.


 


		13.4	No
                                            waiver



 


		(a)	A
                                            failure, delay, relaxation or indulgence by a Party in exercising any power or right conferred
                                            on the Party by this Agreement does not operate as a waiver of the power or right.



 




    	Research Services Agreement Option 2 (June 2020)	 	Page 11 of 17



     


    

 


		(b)	A
                                            single or partial exercise of the power or right does not preclude a further exercise of
                                            it or the exercise of any other power or right under this Agreement.



 


		(c)	A
                                            waiver of a breach does not operate as a waiver of any other breach.



 


		13.5	Severability



 


Any
provision of this Agreement which is invalid in any jurisdiction must, in relation to that jurisdiction:


 


		(a)	be
                                            read down to the minimum extent necessary to achieve its validity, if applicable; and



 


		(b)	be
                                            severed from this Agreement in any other case,



 


without
invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.


 


		13.6	No
                                            assignment



 


A
Party cannot assign or otherwise transfer the benefit of this Agreement without the prior written consent of the other party.


 


		13.7	Consents
                                            and approvals



 


Where
anything depends on the consent or approval of a party then, unless this Agreement provides otherwise, that consent or approval may be
given conditionally or unconditionally or withheld, in the absolute discretion of that party.


 


		13.8	No
                                            variation



 


This
Agreement cannot be amended or varied except in writing signed by the Parties.


 


		13.9	Governing
                                            law and jurisdiction



 


		(a)	This
                                            Agreement is governed by and must be construed in accordance with the laws in force in the
                                            State of Victoria, Australia.



 


		(b)	The
                                            Parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth
                                            of Australia in respect of all matters arising out of or relating to this Agreement, its
                                            performance or subject matter.



 


		13.10	 Notices



 


All
notices to be served under this Agreement:


 


		(a)	may
                                            be served personally, via email, or sent by express post to the address of the recipient
                                            as set out in the Details (or to such alternative address which has been notified by the
                                            recipient to the sender); and



 


		(b)	will
                                            be deemed to have been given:



 


		(i)	if
served personally, on the date upon which it is served;



 


		(ii)	if
                                            sent by email, upon receipt by the sender of confirmation that the notice has been sent in
                                            its entirety to the recipient; and



 




    	Research Services Agreement Option 2 (June 2020)	 	Page 12 of 17



     


    

 


		(iii)	if
                                            sent by express post, two Business Days after the date of posting.



 


		13.11 	Sanctions



 


		(a)	Where
                                            the Contracting Party is an Australian entity or person:



 


The
Parties acknowledges their obligations under Australian sanctions laws, including but not limited to those arising under the Charter
of the United Nations Act 1945 (Cth) and the Autonomous Sanctions Act 2011 (Cth), and undertake to comply with those obligations.


 


		(b)	Where
                                            the Contracting Party is not an Australian entity or person:



 


The
Contracting Party undertakes not to engage in any act which may result in Monash contravening an Australian Sanctions Law.


 


		13.12 	Electronic
                                            Signing and Counterparts



 


		(a)	Each
                                            Party agrees that this Agreement may be executed by electronic signature (regardless of the
                                            form of electronic signature utilised) and that this method of signature is conclusive of
                                            the Parties’ intention to be bound by this Agreement as if physical signing had occurred.



 


		(b)	This
                                            Agreement may be executed in any number of counterparts and by the Parties on separate counterparts.
                                            Each counterpart constitutes the agreement of each Party who has executed and delivered that
                                            counterpart. Each Party may communicate its execution of this Agreement by successfully transmitting
                                            an executed copy of the Agreement by an electronic method to each Party.



 


		13.13 	Relationship
                                            of parties



 


The
Parties are independent contracting parties and nothing in this Agreement may be construed as creating a relationship of partnership,
joint venture, employer and employee, principal and agent, or trustee and beneficiary, nor does it grant either Party any authority to
assume or to create any obligation on behalf of, or in the name of, the other Party.


 


		13.14 	Survival
                                            of obligations



 


Clauses
4, 5.2, 6, 7, 8, 9, 11, 12.3 and 13 survive expiry or termination of this Agreement.


 




    	Research Services Agreement Option 2 (June 2020)	 	Page 13 of 17



     


    

 


Annexure
A


 


Project
Title: Neuroprotective effect of the combination of cannabidiol and isoflurane in mild traumatic brain injury


 


Project
goal: Determine the neuroprotective effect of the combination of cannabidiol (CBD) and isoflurane in a rodent model of mild traumatic
brain injury (mTBI).


 


Research
Team: Stuart McDonald, PhD; Richelle Mychasiuk, PhD; Sandy Shultz, PhD. Department of Neuroscience, Monash University.


 


Aim:
Compare the therapeutic benefit of the combination of CBD and isoflurane to placebo and each drug in isolation in a rodent model
of mTBI.


 


Overall
Study Design:


 


Injury
model: Lateral Impact (LI) model of mTBI.


 


		●	[***] [***]




 


Treatments:


 


		●	[***]
	 	 	 



		●	[***]



 


Groups:


 





	
    

    Group
	
    

    Injury
	
    

    Isoflurane
	
    

    CBD

	1	Sham	[***]	[***]
	2	Sham	[***]	[***]
	3	Mild TBI	[***]	[***]
	4	Mild TBI	[***]	[***]
	5	Mild TBI	[***]	[***]
	6	Mild TBI	[***]	[***]


 


Housing:
3 rats per cage. Rats separated by sex and CBD treatment (to avoid potential impact of coprophagy).


 




    	Research Services Agreement Option 2 (June 2020)	 	Page 14 of 17



     


    

 


Phase
1: Effect of CBD and isoflurane treatment on neurobehavioural, neuroimaging and blood biomarker outcomes after mild TBI.


 


Rats: [***]

 


Cohort size/number: [***]


 


Endpoint: [***]

 


Outcomes:


 


		o	Behaviour



		■	Sensorimotor
                                            ability



		●	Rotarod
                                            (daily)



		■	Spatial
                                            memory



		●	Y-maze



		●	Novel
                                            object



		●	Water
                                            maze



		■	Locomotion



		●	Open
                                            field



		■	Anxiety



		●	Elevated
                                            plus maze



		●	Open
                                            field



		■	Pain



		●	Hot-cold
                                            plate



 


		o	Blood
                                            biomarkers (serum @5d and @10d)



		■	Axonal
                                            Injury



		●	NfL



 


		o	Ex
                                            vivo MRI @ 10d



		■	T2-weighted
                                            imaging



		●	Brain
                                            volumetrics



		■	Diffusion
                                            Tensor Imaging



		●	Tract-based
                                            spatial statistics (white matter integrity)


  


Phase 1 Study timeline/overview


 





 




    	Research Services Agreement Option 2 (June 2020)	 	Page 15 of 17



     


    

 


Phase
1 Specific Deliverables:


 


Report
1: At the conclusion of Phase 1 behaviour and biomarker data collection, estimated [***]months from ethics approval date, a word document
including analysed data (i.e. figures/tables and statistical analyses) will be provided to Incannex. This report will contain data from
the [***]. The following analysed data will be presented. Raw data will be available upon request.


 



	Outcome	Details
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]



 


Report
2: Analyzed MRI data from phase 1 rats will be presented a word document including analysed data (i.e. figures/tables and statistical
analyses). Raw data will be available upon request. Estimated delivery date six months from animal ethics clearance. The following analysed
data will be presented.


 



	Outcome	Details
	[***]	[***]
	[***]	[***]



 


Phase
2: Effect of CBD and isoflurane treatment on acute neuropathological outcomes.


 


Rats: [***]


 


Cohort size/number: [***]


 


Endpoint: [***]

 


Outcomes:


 


		o	Immunohistochemistry
                                            (coronal sections) for quantification of:



		■	Neuroinflammation



		●	Microglial
                                            activation: Iba1



		●	Astrocyte
                                            reactivity: GFAP



		■	Axonal
                                            Injury



		●	Amyloid
                                            Precursor Protein (APP)



		■	Oxidative
                                            Stress



		●	4-hydoxynonenal
                                            (4-HNE)



 


		o	Blood
                                            biomarkers (serum @2d)



		■	Axonal
                                            Injury



		●	NfL



 






    	Research Services Agreement Option 2 (June 2020)	 	Page 16 of 17



     


    

 


Phase
2 Study timeline/overview:


 





 


Phase 2 Specific Deliverables:


 


At the conclusion of Phase 2,
a word document including analysed data (i.e. figures/tables and statistical analyses) will be provided to Incannex. This report will
contain data from the [***]rat study. Specifically, the
following analysed data will be presented. Raw data will be available upon request.


 





	Outcome	Details
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]


 


Phase
2 expected delivery date: Four months from Incannex notification to proceed with Phase 2.


 






    	Research Services Agreement Option 2 (June 2020)	 	Page 17 of 17



     


    

 





 


	Certificate Of Completion


 


	Envelope Id: B607E245211D446DB55EF6A5C959121D	Status:
    Completed
	Subject: Please DocuSign: Incannex RSA LEX 6325 Monash Draft final clean 08-02-2021.docx	 
	Source
    Envelope:	 	 
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    Pages: 17	Signatures:
    1	Envelope
    Originator:
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    Pages: 1	Initials:
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    Elford
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	Time Zone: (UTC+10:00) Canberra, Melbourne, Sydney	[***]
	 	 	IP
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	Record Tracking


 


	Status:
    Original	Holder:
    Natasha Elford	Location:
    DocuSign
	26-02-2021
    | 11:29	Natasha.Elford@monash.edu	 


 





	Signer Events	Signature	Timestamp



 


	Ross
    Coppel	/s/
    Ross Coppel	Sent:
    26-02-2021 | 11:32
	ross.coppel@monash.edu	 	Viewed:
    26-02-2021 | 11:50
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