Exhibit 4.71


 


 


 


Your offer.


February 20, 2017


 


Scott Giacobello


 


Dear Scott:


 


Greenwich Biosciences, Inc. is pleased to offer you the position
of Chief Financial Officer for GW Pharmaceuticals, based in Carlsbad, CA. In this position, you will report directly to Justin
Gover, Chief Executive Officer of GW Pharmaceuticals. Your anticipated start date will be March 6, 2017.


 


Base Compensation


In this exempt position, your salary will be $375,000 annualized,
less applicable taxes and other withholdings, and paid bi-weekly in accordance with Greenwich Biosciences’ normal payroll
practices.


 


Bonus Plan 


You will be eligible to participate in Greenwich Biosciences’
discretionary Bonus Plan per standard company practices with a bonus target of 50% of base pay. Any bonus earned will be based
on a combination of the Company’s overall performance, financial position, and individual performance, to be determined by
the Remuneration Committee in its sole discretion. Any bonus earned will be in accordance of the terms and conditions of the plan,
which states in part you must be employed on the day the bonus is paid to earn and receive the bonus. Any bonus will be pro-rated
for the year of hire.


 


Long Term Incentive Plan (LTIP)


If you decide to join and subject to ratification from the Remuneration
Committee, within three months following the start of your employment with Greenwich Biosciences, you will be granted LTIP share
options with a targeted economic grant value of $1,125,000 through three instruments and subject to your continuous employment
with Greenwich Biosciences:


 


		·	25% as Market Priced Options that vest on the third anniversary of
the date of grant



		·	25% as Restricted Stock Options that vest in annual 1/4th
equal increments over a four year period 



		·	50% as Performance Stock Options that vest on the third anniversary
of the date of grant subject to the following corporate performance conditions having been achieved:



		o	50% of the Performance Stock Options will vest upon receipt from FDA of their confirmation of acceptance of an Epidiolex NDA
filing



		o	50% of the Performance Stock Options will vest upon FDA grant of Epidiolex regulatory approval



 


The share options will be subject to the terms of the LTIP and grant
documents thereunder which will be provided to you evidencing the specifics of your grant.


 


Greenwich Biosciences, Inc.
5800 Armada Drive, Suite 210, Carlsbad, CA 92008


 




     


     


    

 


Change in Control and Severance Benefit Plan (CIC Plan)


If you decide to join and subject to approval of the Greenwich Biosciences’
Change in Control and Severance Benefit Plan (CIC Plan) by the Remuneration Committee, you will be a participant in the CIC Plan.
Under the CIC Plan, you will be eligible to receive vesting acceleration of your LTIP share options describe above upon certain
change in control events involving Greenwich Biosciences and/or GW Pharmaceuticals plc. You will also be eligible to receive additional
severance benefits under the CIC Plan which will be set forth in a participation agreement provided to you. After you join, you
will be provided a copy of the CIC Plan and your individual participation agreement containing the details of these benefits and
you will be required to execute and return the participation agreement to us.


 


To indicate your acknowledgement of the terms of your employment,
please sign, date and return to me by February 21, 2017.


 


We look forward to your favorable reply and having you join the
Greenwich Biosciences team.


 


	 	Sincerely,
	 	 
	 	/s/ Shelly Applegate
	 	 
	 	Shelly Applegate
	 	Vice President, Human Resources


 


Scott Giacobello


 


	/s/  Scott Giacobello	 	2/21/17 
	Signature	 	Date


 


Greenwich Biosciences, Inc.
5800 Armada Drive, Suite 210, Carlsbad, CA 92008


 




     


     


    

 


Your benefits.


 


Time Off


Greenwich Biosciences currently offers Chief/President Level employees
20 days per year of paid vacation, which begins to accrue upon the date you commence work with the Company. You will also be eligible
to take a maximum of 8 paid sick days for illness or injury per calendar year, which may also be used for the illness or injury
of family members and for certain other purposes in accordance with applicable laws. Based on your hire date, you are eligible
to take a maximum of 8 paid sick days in 2017. In addition, Greenwich Biosciences provides 11 paid holidays per year, consisting
of 9 company designated holidays and 2 personally designated floating holidays.


 


Retirement Savings Plan


Greenwich Biosciences offers a 401(k) and employees may elect to
contribute an amount of up to 100% (in whole percentages and subject to limits prescribed by law) of eligible compensation each
payroll period. Employees are also permitted to make post-tax Roth contributions (subject to legal requirements). Greenwich Biosciences
will match 50% of the first 6% you contribute per pay period.


 


Health Benefits


Full-time employees are eligible for company sponsored benefits
(medical, dental, vision) on the first day of the month following first day of employment.


 


Other Insurance


Greenwich Biosciences pays 100% of the monthly premium for employees
to be covered under Basic Life and AD&D Insurance at 2x annual base salary up to a maximum of $500,000. In addition, Greenwich
Biosciences provides Short and Long Term Disability benefits.


 


Flexible Spending Accounts


You have the option to enroll in and contribute towards an FSA helping
to reduce your taxable income and pay for eligible expenses for yourself, your spouse, and your eligible dependents, on a tax-free
basis.


 


Other


These are descriptions of discretionary benefits currently provided
to US employees. All compensation, benefits and employer policies and programs will be administered in accordance with Greenwich
Biosciences’ policies, plans and procedures, which may include waiting periods and other eligibility requirement to participate.
Greenwich Biosciences reserves the right to change or eliminate these policies and programs at any time during the course of your
employment, without notice or compensation. Provision of any benefits listed in this section is discretionary and is not considered
part of your employment offer. Please sign and date here to confirm that you have read and understand this document:


 


Scott Giacobello


 


	/s/  Scott Giacobello	 	2/21/17 
	Signature	 	Date


 


Greenwich Biosciences, Inc.
5800 Armada Drive, Suite 210, Carlsbad, CA 92008


 




     


     


    

 


Almost there.


 


Congratulations on your offer of employment with Greenwich
Biosciences! This offer is contingent upon the following:


 


		1.	Successful completion of a background check.



 


		2.	Compliance with federal I-9 requirements (please bring documentation on your first day of work verifying your identity and
legal authorization to work in the United States).



 


		3.	Signing and complying with Greenwich Biosciences’ Confidential Information and Invention Assignment Agreement, which
requires, among other provisions, the assignment of patent rights to any invention made during your employment at Greenwich Biosciences.



 


		4.	Signing and complying with Greenwich Biosciences’ Arbitration Agreement.



 


		5.	Your representation that working for Greenwich Biosciences will not cause you to violate any contractual or other obligations
you have to any third party, including a former employer.



 


		6.	As a Greenwich Biosciences employee, you will be expected to abide by the Company’s rules and standards. Specifically,
you will be required to sign an acknowledgment that you have read and that you understand the Company’s Code of Conduct,
Insider Trading Policy, Whistleblower Policy, and the Company Handbook.



 


Should you accept our offer, your employment with Greenwich
Biosciences will be “at-will.” This means your employment with Greenwich Biosciences is not for a specific term and
may be terminated by either you or Greenwich Biosciences at any time with or without cause and with or without advance notice.
In addition, Greenwich Biosciences reserves the right to modify your position or duties to meet business needs and to use discretion
in deciding on appropriate discipline.


 


This document, together with the agreements referenced above,
as well as your offer letter, constitutes the entire agreement between you and Greenwich Biosciences relating to the terms and
conditions of your employment and supersedes all prior and contemporaneous agreements, understandings, negotiations or representations,
whether written or oral, express or implied on this subject. This letter may not be modified or amended except by a specific written
agreement signed by you and GW Pharmaceutical’s Chief Executive Officer. Note that base compensation and bonus are subject
to adjustment by the Company, in its sole discretion from time to time.


 


I have read this Offer Contingencies document in its entirety,
along with the referenced documents, and agree to the terms and conditions of employment. I understand and agree that my employment
with Greenwich Biosciences is at-will. By signing below, I represent that I am not restricted from working for Greenwich Biosciences
and that my employment with Greenwich Biosciences will not cause me to violate any obligations I have to any third party, including
a former employer.


 


Scott Giacobello


 


	/s/  Scott Giacobello	 	2/21/17 
	Signature	 	Date


 


Greenwich Biosciences, Inc.
5800 Armada Drive, Suite 210, Carlsbad, CA 92008