Exhibit
10.5


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT made this 1st day of March, 2021 (the “Effective Date”)


 


BETWEEN:


 


INMED
PHARMACEUTICALS INC., a company incorporated under the laws of British Columbia with offices at Suite 310, 815 West Hastings St.,
Vancouver, B.C., V6C 1B4 (the “Company”)


 


AND:


 


ALEXANDRA
D. J. MANCINI (the “Executive”), of 5371 Kew Cliff Road, West Vancouver, British Columbia V7W 1M3


(each
a “Party” and together, the “Parties”)


 


WHEREAS:


 


		A.	The
                                            Company is a clinical stage pharmaceutical company that specializes in developing therapies
                                            through the research and development of novel, cannabinoid-based and other pharmaceutical
                                            therapies to treat disease combined with innovative drug delivery systems;



 


		B.	The
                                            Executive has the expertise, qualifications and required certifications to perform the services
                                            contemplated by this Agreement;



 


		C.	The
                                            Parties entered into an employment agreement with an effective date of October 28, 2016 and
                                            an amended and restated employment agreement with an effective date of April 8, 2020 (together,
                                            the “Original Employment Agreements”); and



 


		D.	The
                                            Company and the Executive have agreed to set out in writing the terms and conditions of the
                                            Executive’s continued employment.



 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, including increased compensation, and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


		1	EMPLOYMENT



 


		(a)	Terms
                                            of Employment. The Executive will be continue to be employed by, and will continue to
                                            serve, the Company on the terms and conditions set out herein.



 


		(b)	Position
                                            and Services. The Executive will hold the position of Senior Vice President of Clinical
                                            and Regulatory Affairs and will have powers and duties consistent with such position as may
                                            from time to time be prescribed by the CEO and Board of Directors of the Company (the “Board”),
                                            as outlined in Exhibit A (the “Services”). The Executive will report directly
                                            to the CEO and will comply with all lawful instructions given by the CEO.



 


		(c)	Term.
                                            The terms and conditions of this Agreement will have effect as and from the Effective Date
                                            and the Executive’s employment will continue until terminated as provided for in this
                                            Agreement (the “Term”).



 


		(d)	Policies.
                                            The Executive’s employment with the Company is subject to and governed by the Company’s
                                            policies as established and amended by the Company from time to time in its sole discretion.



 






     


     


    

 


		(e)	Performance
                                            of Duties. The Executive will perform the Services in a competent and efficient manner
                                            and on an exclusive, full-time basis. The Executive may manage their personal investments
                                            or engage in charitable or other community activities as long as those services and activities
                                            do not interfere with the Executive’s performance of their duties to the Company. The
                                            Executive will at all times act in good faith to the Company.



 


The
Executive may participate in business associations, charitable organizations or other similar organizations, subject to the reasonable
objection of the Company and provided that it does not interfere with the proper discharge of the Executive’s duties to the Company.
However, while employed by the Company, the Executive must not carry out any other work or be involved in any other business for the
Executive or any other person, firm or company (whether for compensation or not,) without first obtaining written permission from the
Company. The Executive represents that they are not currently involved with any business for which they have not obtained such permission.


 


		(f)	Fiduciary.
                                            The Executive acknowledges that the Executive will be in a fiduciary relationship with the
                                            Company and will continue to owe fiduciary obligations to the Company. The provisions of
                                            this Agreement including the Exhibits are additional to and do not amend, replace or otherwise
                                            reduce the Executive’s fiduciary obligations at law or equity.



 


		(g)	Compliance
                                            with the Law. The Executive will ensure that the Company is at all times in compliance
                                            with applicable laws, including without limitation the Proceeds of Crime (Money Laundering)
                                            and Terrorist Financing Act (Canada), the Corruption of Foreign Public Officials Act
                                            (Canada), and the Foreign Corrupt Practices Act (U.S.).



 


		2	REMUNERATION
                                            AND BENEFITS



 


		(a)	Base
                                            Salary.



 


		(i)	The
                                            Company will pay the Executive an annual salary of C$345,000, for full-time performance of
                                            the Services (the “Base Salary”). The Base Salary is payable in a manner
                                            that is consistent with the Company’s usual payroll practices for senior executives
                                            as amended from time to time.



 


		(ii)	The
                                            Executive’s Base Salary will be reviewed annually by the Board and the compensation
                                            committee of the Company in accordance with the Company’s annual performance and compensation
                                            review process, including consideration of the Company’s market capitalization and
                                            financial stability. Any increase in Base Salary is at the sole discretion of the Company.
                                            An increase in the Base Salary in any year or any number of years does not entitle the Executive
                                            to any increase in the Base Salary in any subsequent year.



 


		(iii)	The
                                            Company may decrease the Base Salary, but only in the case of an across-the-board salary
                                            reduction affecting all senior executives of the Company and with any such reduction being
                                            of similar magnitudes across all executives. Any such reduction shall not constitute a constructive
                                            dismissal of the employment of the Executive by the Company. For purposes of section 7(c)(i),
                                            Base Salary will not be reduced in the event of a reduction of salary under this section
                                            2(a)(iii) and for purposes of section 5(a), Base Salary will not be reduced by more than
                                            10% in the event of a reduction of salary under this section 2(a)(iii).



 






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		(b)	Bonus.
                                            The Executive is eligible to be considered for an annual discretionary bonus which will be
                                            subject to the approval of the Board and the compensation committee of the Company, in their
                                            sole discretion, on an annual basis in accordance with the Company’s annual performance
                                            and compensation review process, including consideration of the Company’s market capitalization
                                            and financial stability. Payment of a bonus in any one year or any number of years will not
                                            entitle the Executive to any payment of a bonus in any subsequent year. The target annual
                                            discretionary bonus for the Executive is equal to 35% of Base Salary (the “Target
                                            Bonus”).



 


		(c)	Stock
                                            Options. The Company may from time to time in its sole discretion grant to the Executive
                                            stock options in the capital of the Company (the “Options”) pursuant to
                                            the Company’s Incentive Stock Option Plan (the “SOP”) on the terms
                                            and conditions for such participation as established and changed from time to time by the
                                            Company in its sole discretion. For clarity, any Options that are granted will be granted
                                            at the market price in accordance with and subject to the options policies of the applicable
                                            exchange and will be subject to the Company’s Insider Trading Guidelines including
                                            the blackout provisions therein. The terms and conditions relating to the Options will be
                                            subject to the Option Agreement that is entered into as a condition of the grant of the Options.
                                            If there is any conflict between the terms of this Agreement and the SOP, the terms of the
                                            SOP will govern. If there is any conflict between the terms of this Agreement and the Option
                                            Agreement, the terms of this Agreement will govern to the extent of the conflict.



 


The
Executive will retain any outstanding stock options that were granted to the Executive prior to the Effective Date on the same terms
as set out in the Option Agreement and the SOP. The Executive’s outstanding stock options as of the Effective Date are as follows:


 


	Date
    of Grant	Number
    of Options	Expiry
    Date
	28-Oct-16	12,121	28-Oct-21
	20-Feb-17	3,030	20-Feb-22
	2-Jun-17	1,515	02-Jun-22
	8-Mar-18	1,515	08-Mar-23
	16-May-18	12,121	16-May-23
	21-Jan-19	3,030	21-Jan-24
	27-May-19	12,121	27-May-24
	16-Dec-20	35,000	15-Dec-25


 


		(d)	Expenses.
                                            The Company will reimburse the Executive for all reasonable expenses actually and properly
                                            incurred by the Executive in performing services under this Agreement, in accordance with
                                            the policies and procedures then in effect and established by the Company for its senior
                                            executives as amended by the Company from time to time in its sole discretion.



 


The
Company also agrees to reimburse the Executive for monthly cell phone expenses up to $100 (as per invoices or a contract made available
to the Company).


 






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		(e)	Other
                                            Benefits. The Company will facilitate the Executive’s continued enrolment in the
                                            Company’s insured benefits plans as amended from time to time by the Company in its
                                            sole discretion or by the Company’s insurance carrier. Eligibility to participate in
                                            the plans and to receive benefits under the plans, and the payment of benefits will be subject
                                            to the terms and requirements of the applicable insurance carrier in accordance with the
                                            formal benefits plan documents and policies. The Company’s financial liability is limited
                                            to paying its portion of the premium cost of the benefits. The Company will not be responsible
                                            for the payment of benefits in any circumstance. The Company reserves the right, in its sole
                                            discretion, to amend, change or terminate any of the insurance benefit plans or providers
                                            in whole or in part at any time.



 


		(f)	Vacation.
                                            The Executive is entitled to paid holidays and vacation days each year, in an amount determined
                                            in accordance with and subject to the Company’s applicable policies in effect, and
                                            as may be amended from time to time. The Executive will be entitled to 30 days of vacation
                                            per calendar year, which will be pro-rated for partial years of service, including for any
                                            period in which the Executive is not a full-time employee. Vacation days will be scheduled
                                            at times that are mutually acceptable to the Executive and the Company. Carry-over of vacation
                                            days will be according to Company policy, and any accrued but unused vacation days will be
                                            paid out upon termination or otherwise as per Company policies, as amended by the Company
                                            from time to time in its sole discretion.



 


		3	COVENANTS



 


		(a)	Competition.
                                            During the Term, the Executive will not compete with the Company in any manner whatsoever.



 


		(b)	Confidentiality
                                            and Intellectual Property Agreement. The Executive and the Company will enter into a
                                            Confidentiality and Assignment of Inventions Agreement in the form attached hereto as Exhibit
                                            B.



 


		(c)	Restrictive
                                            Covenant Agreement. The Executive will execute and abide by the Restrictive Covenant
                                            Agreement attached hereto as Exhibit C.



 


		(d)	Acknowledgement.
                                            The Executive acknowledges that the consideration provided by the Company under this Agreement,
                                            including without limitation an increase in the Base Salary, is in part in exchange for the
                                            Executive’s agreement to execute and abide by the Exhibits B and C to this Agreement,
                                            and that the Executive has received sufficient consideration for the Executive’s agreement
                                            to execute and abide by those Exhibits.



 


		4	TERMINATION



 


		(a)	Definitions.
                                            In this Agreement,



 


		(i)	“Change
                                            in Control” means the consummation of any of the following:



 


		(A)	the
                                            sale of all or substantially all of the assets of the Company to an unrelated person or entity,



 


		(B)	a
                                            merger, reorganization, or consolidation involving the Company in which the shares of voting
                                            stock outstanding immediately prior to the transaction represent or are converted into or
                                            exchanged for securities of the surviving or resulting entity that, immediately upon completion
                                            of the transaction, represent less than 51% of the outstanding voting power of the surviving
                                            or resulting entity,



 


		(C)	the
                                            acquisition of all or a majority of the outstanding voting stock of the Company in a single
                                            transaction or a series of related transactions by a person or group of persons, or



 






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		(D)	any
                                            other acquisition of the business of the Company, as determined by the Board,



 


but
any public offering by the Company, or another capital raising event, or a merger effected solely to change the Company’s domicile
does not constitute a Change in Control;


 


		(ii)	“Date
                                            of Termination” means:



 


		(A)	if
                                            the Executive’s employment is terminated by their death, the date of death;



 


		(B)	if
                                            the Executive’s employment is terminated by the Company for any reason, on the effective
                                            date of the Notice of Termination that is given to the Executive;



 


		(C)	if
                                            the Executive terminates their employment under section 6 Error! Reference source not
                                            found., on the effective date of resignation specified by the Executive in the Notice
                                            of Termination subject to the Company’s rights pursuant to section 6; or



 


		(D)	if
                                            the Executive resigns from their employment under section 7 for Good Reason following a Change
                                            in Control of the Company, the date on which the Executive provides the Company with the
                                            Notice of Termination.



 


		(iii)	“Disability”
                                            means the inability of the Executive to substantially perform the Services on a full-time
                                            basis for a continuous or cumulative period of six months in any 18-month period where such
                                            inability is a result of physical or mental illness or injury and where it would cause undue
                                            hardship to the Company to accommodate.



 


		(iv)	“Good
                                            Reason” means the occurrence of any of the following events without the Executive’s
                                            prior written consent:



 


		(A)	a
                                            change in the Executive’s position which materially reduces the Executive’s responsibilities
                                            from the responsibilities in effect immediately prior to the Change of Control,



 


		(B)	a
                                            reduction by the Company of the Base Salary or Target Bonus percentage other than as specifically
                                            permitted in accordance with section 2(a)(iii) of this Agreement, or



 


		(C)	a
                                            relocation of Executive’s principal place of employment by more than 30 kilometers;



 


		(v)	“Just
                                            Cause” means:



 


		(A)	the
                                            Executive is convicted of a crime involving dishonesty, breach of trust, or physical harm
                                            to any person (excluding driving while affected by drugs or alcohol) or any violation of
                                            provincial or federal securities laws,



 


		(B)	the
                                            Executive willfully engages in conduct that is in bad faith and/or materially injurious to
                                            the Company, monetarily, reputationally, or otherwise, including but not limited to, misappropriation
                                            of trade secrets, fraud, embezzlement or moral turpitude,



 






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		(C)	the
                                            Executive commits a material breach of this Agreement including the Exhibits,



 


		(D)	the
                                            Executive willfully and on a continuing basis refuses to implement or follow a material lawful
                                            policy or reasonable directive of the Company, or



 


		(E)	the
                                            Executive willfully and on a continuing basis fails to perform their duties hereunder diligently
                                            and professionally; or



 


		(F)	the
                                            Executive engages in any other conduct that constitutes just cause to terminate the employment
                                            relationship at common law; and



 


		(vi)	“Notice
                                            of Termination” means a written notice by the Company or the Executive that provides
                                            the other party with notice of termination of the employment under this Agreement and indicates
                                            the specific termination provision in this Agreement upon which the termination is based.



 


		(b)	Termination.
                                            The Executive’s employment with the Company may be terminated as follows:



 


		(i)	by
                                            the Company for Just Cause;



 


		(ii)	by
                                            the Company in its sole discretion without Just Cause subject to providing the payments and
                                            entitlements set out in section 5 of this Agreement except as provided in section 7;



 


		(iii)	by
                                            the Executive as provided for in section 6 or 7 of this Agreement;



 


		(iv)	by
                                            the Company following a Change in Control as provided for in section 7 of this Agreement;



 


		(v)	by
                                            the Company following receipt of a Notice of Termination by the Executive as contemplated
                                            in section 6 of this Agreement;



 


		(vi)	by
                                            the Executive’s death, in which case a Notice of Termination will be deemed to have
                                            been given by the Executive to the Company as of the Date of Termination; or



 


		(vii)	by
                                            the Company as a result of Disability, but nothing in this section 4(b)(vii) will reduce
                                            the Executive’s rights, if any, under the Company’s insurance benefits plans
                                            accruing prior to termination or under applicable law,



 


and
the Company shall pay or provide to the Executive (or the authorized representative or estate of the Executive if applicable) any earned
but unpaid Base Salary, unpaid expense reimbursements validly incurred by the Executive, accrued but unused vacation subject to Company
policy, any vested benefits the Executive may have under any employee benefit plan of the Company, and any earned but unpaid annual bonus
for the prior fiscal year, that is due and owing for Services provided up to and including the Date of Termination (collectively the
“Accrued Benefits”). If the termination is initiated by the Company, the Company will also provide the notice of termination
or wages in lieu of notice owing pursuant to the minimum requirements of the B.C. Employment Standards Act (the “ESA
Entitlement”).


 






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		(c)	Return
                                            of Materials. The Executive will return to the Company all Company documents, files,
                                            manuals, books, software, equipment, keys, identification or credit cards, and all other
                                            property belonging to Company, including electronic devices and any necessary passwords and
                                            encryption codes immediately upon the termination of the Executive’s employment with
                                            the Company for any reason.



 


		(d)	Resignation
                                            as Officer and/or Director: In the event of termination of the employment of the Executive
                                            for any reason, the Executive will, as of the Termination Date, resign as an officer and/or
                                            director of the Company and any other entity of which the Executive is an officer or director
                                            at the request of Company or otherwise as part of the Services.



 


		(e)	Release.
                                            In order to receive the entitlements set out in this Agreement that are in excess of the
                                            ESA Entitlement, the Executive, or the estate of the Executive as applicable, will be required,
                                            within 14 days of the Date of Termination, to sign and return a Release in the form attached
                                            as Exhibit D to this Agreement (the “Release”) failing which the Executive
                                            will only be entitled to the ESA Entitlement, if any. For greater clarity, the Executive
                                            will be bound by the provisions of this Agreement, including each of the obligations set
                                            out in the Exhibit B and C, irrespective of whether a Release is signed or not.



 


		(f)	Full
                                            Satisfaction. The amounts payable to the Executive pursuant to the express terms of this
                                            Agreement, if any, constitute full and final satisfaction of the Executive’s rights
                                            and entitlements in connection with the termination of the Executive’s employment,
                                            including without limitation pursuant to the B.C. Employment Standards Act (“ESA”)
                                            and the common law, and the Company shall have no further obligation or liability of any
                                            kind for any claim, action, complaint, or demand whatsoever, whether at law or equity, under
                                            contract, or under any legislation from time to time applicable and in force or otherwise,
                                            for any remedy, damages, or loss sustained or sought by the Executive arising out of the
                                            employment of the Executive by the Company or the termination of that Employment.



 


		5	TERMINATION
                                            WITHOUT JUST CAUSE



 


If
the Executive’s employment is terminated by the Company without Just Cause pursuant to section 4(b)(ii), then in addition to the
ESA Entitlement and the payment of any Accrued Benefits, and subject to the Executive first providing the Company with an executed Release
pursuant to section 4(e), the Company shall pay the Executive an amount (the “Severance Amount”) calculated as follows:


 


		(a)	an
                                            amount equal to 12 months’ Base Salary plus one month per year after 5 years of service,
                                            up to a maximum of 18 months total, less an amount equal to the ESA Entitlement provided
                                            by the Company to the Executive; and



 


		(b)	in
                                            addition to the amount payable under section 5(a), a bonus payment equal to the average of
                                            the actual annual bonus payments, if any, made to the Executive from the previous 3 calendar
                                            years preceding the Date of Termination, pro-rated for the then current calendar year up
                                            to and including the Date of Termination.



 


The
Company shall pay the Severance Amount within 5 business days after the date that the Company receives the signed Release as per section
4(e) of this Agreement, provided that the Company, in its sole discretion, may pay the Severance Amount by way of one or more lump sum
payments, by way of salary continuance or by a combination of both. 


 






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		6	RESIGNATION
                                            WITHOUT GOOD REASON



 


The
Executive may terminate their employment by providing to the Company Notice of Termination of their employment at least 90 days prior
to the effective date of resignation. During such notice period, the Executive shall continue to diligently perform all of the Executive’s
duties. Upon receipt of a Notice of Termination from the Executive pursuant to this section 6, the Company may, at its option:


 


		(a)	direct
                                            that the Executive cease providing part or all of the Services and such direction will not
                                            constitute an express or constructive termination of the employment of the Executive by the
                                            Company, provided that the Company will remain bound to pay the Base Salary for the balance
                                            of the notice period provided by the Executive; or



 


		(b)	terminate
                                            the employment of the Executive at any time within the notice period, including where the
                                            Company first elects to proceed with the option under section 6 (a) above, in which case,
                                            unless the termination is for Just Cause, the Company will pay the Executive only the lesser
                                            of either (i) an amount equal to the Base Salary from the date the Executive provided the
                                            Notice of Termination until the earlier of the date of resignation or retirement selected
                                            by the Executive and 90 days from the date the Executive provided the Notice of Termination,
                                            and (ii) the ESA Entitlement.



 


For
clarity, if the Company elects to terminate the employment of the Executive after receiving Notice of Termination from the Executive,
the Company will not owe the Executive the Severance Amount and all benefits coverage will cease as of the Date of Termination set out
in the Employer’s Notice of Termination.


 


		7	CHANGE
                                            IN CONTROL



 


If
within 12 months following the effective date of a Change in Control,


 


		(a)	the
                                            Company terminates the Executive’s employment without Just Cause; or



 


		(b)	the
                                            Executive resigns from their employment with the Company for Good Reason, effective immediately,
                                            by providing the Company with a Notice of Termination specifying the basis for this resignation,



 


then,


 


		(c)	in
                                            addition to the ESA Entitlement and payment of the Accrued Benefits, and in lieu of paying
                                            the Executive the Severance Amount pursuant to section 5 (if applicable), subject to the
                                            Executive first providing the Company with an executed Release pursuant to section 4(e),
                                            the Company shall pay to the Executive an amount (the “Change in Control Severance
                                            Amount”) as follows:



 


		(i)	an
                                            amount equal to 12 months’ Base Salary less an amount equal to the ESA Entitlement
                                            provided by the Company to the Executive; plus



 


		(ii)	an
                                            amount equal to the average of the actual annual bonus payments, if any, made to the Executive
                                            from the previous 3 calendar years preceding the Date of Termination, pro-rated for the then
                                            current calendar year up to and including the Date of Termination.



 


The
Company shall pay the Change in Control Severance Amount within 5 business days of the date that the Company receives the signed Release
as per section 4(e) of this Agreement, provided that the Company, in its sole discretion, may pay the Change in Control Severance Amount
by way of one or more lump sum payments, by way of salary continuance or by a combination of both; and


 





		(d)	notwithstanding
                                            anything to the contrary in any applicable Option Agreement or stock-based award agreement,
                                            all Options and other stock-based awards held by the Executive shall immediately accelerate,
                                            vest, and become fully exercisable or non-forfeitable as of the Date of Termination under
                                            this section 7.


 






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		8	Stock
                                            Option Plan (SOP) Entitlements



 


		(a)	On
                                            a termination of the employment of the Executive for any reason and whether initiated by
                                            the Company or the Executive, the rights of the Executive with respect to any Option will
                                            be determined in accordance with the SOP and the applicable Option Agreement.



 


		(b)	Acknowledgement:
                                            The Executive acknowledges and agrees that the provisions of this Agreement and the SOP
                                            may significantly limit and restrict the Executive’s common law rights and entitlements
                                            to remuneration upon the termination of the Executive’s employment for any reason,
                                            whether the termination is voluntary or involuntary, and whether the termination was initiated
                                            by the Executive, by the Company, or otherwise, and that the Executive has had a reasonable
                                            opportunity to review these provisions and seek legal advice.



 


		Initial Here:	



 


		9	GENERAL



 


		(a)	Withholdings
                                            and Currency. All payments made by the Company to the Executive under this Agreement
                                            will be in Canadian dollars and subject to tax or other amounts required to be withheld by
                                            the Company under applicable law. Nothing in this Agreement is to be construed to obligate
                                            the Company to design or implement any compensation arrangement in a way that minimizes tax
                                            consequences for the Executive.



 


		(b)	Remedies.
                                            The Executive acknowledges that damages cannot be an adequate remedy to compensate the Company
                                            for any actual or anticipatory breach by the Executive of section 1(e) of this Agreement
                                            or Exhibits B and C. In the event of a breach or anticipatory breach by the Executive of
                                            the provisions of section 1(e) of this Agreement or the Exhibits B and C, the Company will
                                            be entitled to interim, interlocutory and permanent injunctions restraining the Executive
                                            from such breach. Nothing contained herein will be construed as prohibiting the Company from
                                            pursuing any other remedies available at law or equity for such breach or anticipatory breach
                                            of this Agreement including the Exhibits nor limiting the amount of damages recoverable in
                                            the event of a breach or anticipatory breach by the Executive of the provisions of section
                                            1(e) of this Agreement or the Exhibits B and C. Without limiting the generality of the foregoing,
                                            the Executive acknowledges that, in the event of a breach or threatened breach by the Executive
                                            of any of the provisions of section 1(e) of this Agreement or the Exhibits B and C, the damages
                                            of the Company may exceed the amount paid to the Executive pursuant to this Agreement. If
                                            the Executive breaches any provision of this Agreement, then despite any term or condition
                                            to the contrary and without limitation to any remedy the Company may be entitled to, any
                                            entitlement of the Executive to remuneration that has not yet been paid or provided is immediately
                                            terminated except and only to the extent that the compensation is minimally owing under the
                                            ESA or any other applicable legislation.



 





		(c)	Assignment
                                            and Benefit. The Executive will not assign or transfer this Agreement or any rights or
                                            obligations hereunder. The Company may assign this Agreement to any successor to the Company
                                            and in the event of such an assignment the provisions hereof will inure to the benefit of,
                                            and be binding upon, each successor of the Company, whether the successor arises by merger,
                                            consolidation or transfer of all or substantially all of its assets. This Agreement shall
                                            inure to the benefit of and be enforceable by the Executive’s successors and legal
                                            representatives.


 






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		(d)	Non-Waiver.
                                            Failure on the part of either party to complain of any act or failure to act of the other
                                            of them or to declare the other party in default of this Agreement, irrespective of how long
                                            such failure continues, will not constitute a waiver by such party of their rights hereunder
                                            or of the right to then or subsequently declare a default.



 


		(e)	Severability.
                                            If any provision in this Agreement including the Exhibits is found to be invalid or unenforceable,
                                            then to the greatest extent permitted by law the scope of any unenforceable provision will
                                            be deemed modified and diminished by the Parties to the minimum extent necessary to render
                                            such provision valid and enforceable, and in any event the invalidity or unenforceability
                                            of any such provision will not affect the validity or enforceability of any other provision
                                            of this Agreement including the Exhibits.



 


		(f)	Entire
                                            Agreement. This Agreement, including the Exhibits and any Option Agreements, constitutes
                                            the entire agreement between the parties with respect to the employment of the Executive
                                            and supersedes any and all agreements, understandings, warranties or representations of any
                                            kind, written or oral, express or implied, including any relating to the nature of the position
                                            or its duration including the Original Employment Agreements, and each of the parties releases
                                            and forever discharges the other of and from all manner of actions, causes of action, claim
                                            or demands whatsoever under or in respect of any agreement.



 


		(g)	Survival.
                                            The provisions of sections 1(f) and 3 to 9 inclusive this Agreement and the Exhibits survive
                                            the termination of this Agreement and/or the termination of the Executive’s employment
                                            to the extent necessary to effectuate the intent of the Parties as expressed in this Agreement.



 


		(h)	Modification
                                            of Agreement. Any modification of this Agreement must be in writing and signed by both
                                            the Company and the Executive or it will have no effect and will be void.



 


		(i)	Headings
                                            and Sub-Headings. Descriptive headings and sub-headings are for convenience only and
                                            will not control or affect the meaning or construction of any provision of this Agreement.



 


		(j)	Disputes.
                                            All disputes arising out of or in connection with this Agreement and the employment relationship
                                            between the parties, including the Exhibits, are to be referred to and finally resolved by
                                            a single arbitrator pursuant to the Domestic Commercial Rules of Procedure of the British
                                            Columbia International Commercial Arbitration Centre. The place of arbitration will be Vancouver,
                                            British Columbia.



 


Either
Party may apply to the arbitrator for injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.
Before an arbitrator is appointed or makes a final determination on the merits of the controversy, either Party also may, without waiving
any remedy under this Agreement, seek from any court of competent jurisdiction in British Columbia sitting in Vancouver any interim or
provisional relief that is necessary to protect the rights or property of that Party.


 


Any
decision of the Arbitrator shall be final and binding on the Parties and their respective successors and assigns and there shall be no
right to appeal such decision, whether on a question of law, a question of fact, or a mixed question of law or fact.


 


Each
Party shall bear its own costs of any arbitration proceedings commenced pursuant to this Agreement, including legal and travel costs,
and the Parties shall equally share the fees of the Arbitrator and the facility fees.


 






    Page 10 of 29


     


    

 


The
Arbitration procedures, hearings, documents, and award shall remain strictly confidential between the Parties.


 


Acknowledgement:
The Executive acknowledges and agrees that the Executive has had a reasonable opportunity to review this arbitration provision, inquire
about the nature and extent of the costs of arbitration and seek legal advice.


 





		Initial Here:	


 










		(k)	Governing
                                            Law and Language. This Agreement will be governed by and construed according to the laws
                                            of the Province of British Columbia and the laws of Canada applicable therein.



 


		(l)	Notices.
                                            Any notices, requests, demands, and other communications provided for by this Agreement are
                                            sufficient if in writing and delivered in person or sent by a nationally recognized overnight
                                            courier service or by registered or certified mail, postage prepaid, return receipt requested,
                                            to the Executive at the last address the Executive has filed in writing with the Company
                                            or, in the case of the Company, at its main offices, attention to the Corporate Secretary.



 


		(m)	Collection
                                            and Use of Personal Information. The Executive acknowledges that the Company will collect,
                                            use and disclose health and other personal information for employment and business related
                                            purposes. The Executive consents to the Company collecting, using and disclosing health and
                                            other personal information of the Executive for employment and business related purposes
                                            in accordance with the privacy policy of the Company.



 


		(n)	Minimum
                                            Requirements. Nothing in the Agreement is intended to contract out of any minimal substantive
                                            or procedural entitlements or rights that the Executive may have under the ESA, B.C. Human
                                            Rights Code or any other applicable legislation. If any provision in the Agreement provides
                                            the Executive with an entitlement that does not meet what the Executive is minimally entitled
                                            to under the ESA, Human Rights Code or any other applicable legislation, then
                                            the provision is deemed modified so that the Executive receives the minimum entitlement required
                                            under the ESA, Human Rights Code or any other applicable legislation.



 


		(o)	Independent
                                            Legal Advice. The Executive agrees that the Executive has obtained or has had an opportunity
                                            to obtain independent legal advice in connection with this Agreement, and further acknowledges
                                            that the Executive has read, understands, and agrees to be bound by all of the terms and
                                            conditions contained herein. The Executive further agrees that the consideration described
                                            aforesaid is accepted voluntarily for the purpose of employment with the Company under the
                                            terms and conditions described herein.



 


		(p)	Use
                                            of Discretion: Where this Agreement or Exhibits grant the Company a discretionary
                                            power, the Company will be entitled to exercise that power in its sole and absolute discretion
                                            for the best interests of the business of Company except that any discretion exercisable
                                            with respect to the Restrictive Covenant Agreement must be exercised reasonably.



 


		(q)	Counterparts.
                                            This Agreement may be executed in any number of counterparts, and by each party on separate
                                            counterparts, each of which counterparts, when so executed and delivered is to be taken to
                                            be an original; but those counterparts together constitute one and the same document. PDF,
                                            facsimile, scanned, and electronic signatures have the same legal effect as original ink
                                            signatures.



 






    Page 11 of 29


     


    

 


IN
WITNESS WHEREOF, the Parties hereto have duly executed this Agreement, and the Executive has initialed where indicated above,
as of the day and year first written above.


 


	INMED PHARMACEUTICALS
INC	 	Alexandra D.
J. Mancini
	 	 	 
	 	 	 
	 	 	 



Authorized
Signatory


 






    Page 12 of 29


     


    

 





 


Exhibit
A – Services


 


Senior
Vice President of Clinical and Regulatory Affairs Job description.


 


ESSENTIAL
DUTIES AND RESPONSIBILITIES


 


The
Executive will perform the services normally or usually associated with the position and such other or different duties as may be from
time to time delegated to the Executive by the Company in its sole discretion, including without limitation:


 


The Senior Vice President of Clinical & Regulatory Affairs is accountable to the CEO for strategy and operational excellence related to InMed’s clinical research programs, global regulatory compliance and submissions and quality assurance operations relating to its pharmaceutical products. Leads Sr. Management team in the development and evaluation of strategies to ensure InMed’s continued growth and business success. Leads, develops and mentors reporting staff and departments in Clinical Research, Medical Affairs, Clinical Data Management, Regulatory Affairs and Quality Assurance. Has financial accountability for the programs under her supervision. 


 


 Essential Duties and Responsibilities: 


 


		1	Executive
Management



 


		●	Serve
as a key and active member of the Senior Management Team, interacting with the team to ensure business objectives are aligned and that
the company is performing to operational objectives. Participate in the preparation and on-going evaluation of the company’s strategic
and operational plan.



 


		●	Coach
and mentor the Regulatory and Clinical organization ensuring appropriate levels of accountability for decision making and clearly communicate
cross functionally within the organization.



 


		●	Maintains
up to date knowledge of overall business processes and company strategies and operationally plans and processes in finance planning and
reporting, HR planning, project planning, management and reporting.



 


		2	Regulatory
Affairs



 


		●	Provide
management and leadership to the Regulatory Affairs organization in the development and implementation of regulatory strategies and processes
to gain product approvals worldwide.



 


		●	Provide
counsel, training and interpretation of FDA and other regulatory requirements to all company personnel.



 


		●	Oversee
preparation and filing of all regulatory documents with the FDA and international regulatory agencies.



 


		●	Develop
and maintain external relationships with key opinion leaders, medical directors and regulatory officials.



 


		●	Direct
the development of systems, practices and processes to ensure effective ongoing review of drug development program design and adverse
events.



 


		●	Provide
leadership and direction for significant deviation events that may impact compliance status or significant business risk.



 






    Page 13 of 29


     


    

 


		3	Clinical
Affairs



 


		●	Develop
& successfully execute global clinical and regulatory strategies and implementation plans to ensure product approval and adoption
while meeting corporate objectives within applicable regulations and guidelines.



 


		●	Direct
the development of systems, practices and processes to ensure efficient and effective clinical trials including clinical trial management,
data analysis, final study report and publication while ensuring all clinical studies operate to the highest ethical and safety standards.



 


		●	Keep
abreast of competitive regulatory and clinical practices and utilize this knowledge during the ongoing development and adjustment of
the company plans.



 


		●	Develop
and maintain strong internal and external relationships with regulatory bodies and medical/clinical professionals to ensure effective
clinical projects are in place and completed to support the company product and technology objectives.



 


 Qualifications:


 


		1	Education
& Experience:



 


		●	MSc
degree in life sciences, engineering or business



 


		●	15+
years regulatory and clinical experience in a life sciences technology driven company.



 


		●	Experience
in strategic planning and collaboration with executive and key operational groups.



 


		●	Progressive
& proven record of leadership and managing regulatory/clinical organization’s with global responsibility and establishing long
term strategic growth initiatives.



 


		●	Experience
with all phases of the product development lifecycle, including concept, design, implementation, verification and validation activities
necessary for product commercialization.



 


		●	Extensive
experience in cGMP and other Regulatory compliance requirements. Experienced in regulatory filings for US, Canada and other key countries/regions.



 


		2	Required
                                            Knowledge, Skills & Abilities:



 


		●	High
level of personal and professional integrity and trustworthiness with strong work ethic and the ability to work independently with minimal
direction.



 


		●	Excellent
communications and presentation skills.



 


		●	Ability
to develop and manage a high performance team focused on accountability and meeting and exceeding expectations.



 


		●	Ability
to lead, influence, create and work within cross-functional team environments.



 


		●	Assertive,
take-charge, proven manager with a strong results orientation, positive “can do” attitude and a sense of urgency to get things
done.



 



		●	Other
                                            projects as may be assigned from time-to-time by the CEO and Board of Directors.



 






    Page 14 of 29


     


    

 


Exhibit
B – Confidentiality and Assignment of Inventions Agreement


 


Dated:
March 1, 2021


 


 WHEREAS:




 


		A.	In
                                            accordance with the terms of the Executive Employment Agreement between the Executive and
                                            the Company dated March 1, 2021 (the “EEA”), the Executive has agreed
                                            to execute this Confidentiality and Assignment of Inventions Agreement on the terms set out
                                            herein.



 


NOW
THEREFORE for good and valuable consideration, including the consideration contemplated by the EEA, the receipt and sufficiency of which
is acknowledged by the Executive, the Executive and the Company agree as follows:


 


		1	INTERPRETATION



 


The
capitalized terms have the meanings ascribed to them in the EEA, and the following terms have the following meanings:


 


		(a)	“Affiliate”
                                            means, in respect of the Company, a company or other entity which directly or indirectly
                                            controls, is controlled by, or is under common control with, the Company. For the purposes
                                            of this definition, “control” means direct or indirect beneficial ownership
                                            of a greater than 50% interest in the income of such company or entity or such other relationship
                                            as, in fact, constitutes actual control.



 


		(b)	“Business”
                                            or “Business of the Company” means:



 


		(i)	researching,
                                            developing, commercializing, producing and marketing novel, cannabinoid-based and other pharmaceutical
                                            therapies to treat disease combined with innovative drug delivery systems; or



 


		(ii)	any
                                            other area in which the Company has an active research and development program on the date
                                            the Executive’s employment with the Company terminates and in connection with which
                                            the Executive directly provided Services or had direct supervisory responsibilities.



 


		(c)	“Confidential
                                            Information” shall mean all information, knowledge, or data, whether in written,
                                            oral, electronic or other form, relating to the Business of the Company, whether or not conceived,
                                            originated, discovered or developed in whole or in part by the Executive, that is not generally
                                            known to the public or to other persons who are not bound by obligations of confidentiality
                                            and:



 


		(i)	from
                                            which the Company or its Affiliates derive economic value, actual or potential, from the
                                            information not being generally known; or



 


		(ii)	in
                                            respect of which the Company or its Affiliates otherwise have a legitimate interest in maintaining
                                            secrecy;



 


and
which, without limiting the generality of the foregoing, shall include:


 


		(iii)	all
                                            proprietary information licensed to, acquired, used or developed by the Company and its Affiliates
                                            in its research and development activities (including but not restricted to the research
                                            and development of cannabinoid-based and other pharmaceutical therapeutics and delivery technology),
                                            other scientific strategies and concepts, designs, know-how, information, material, formulas,
                                            processes, research data and proprietary rights in the nature of copyrights, patents, trademarks,
                                            licenses and industrial designs;



 






    Page 15 of 29


     


    

 


		(iv)	all
                                            information relating to the Business of the Company, and to all other aspects of the structure,
                                            personnel and operations of the Company and its Affiliates, including financial, clinical,
                                            regulatory, marketing, advertising and commercial information and strategies, customer lists,
                                            compilations, agreements and contractual records and correspondence; programs, devices, concepts,
                                            inventions, designs, methods, processes, data, know-how, unique combinations of separate
                                            items that is not generally known and items provided or disclosed to the Company or its Affiliates
                                            by third parties subject to restrictions on use or disclosure;



 


		(v)	all
                                            know-how relating to the Business of the Company, including all biological, chemical, pharmacological,
                                            toxicological, pharmaceutical, physical and analytical, clinical, safety, manufacturing and
                                            quality control data and information, and all applications, registrations, licenses, authorizations,
                                            approvals and correspondence submitted to regulatory authorities;



 


		(vi)	all
                                            information relating to the businesses of competitors of the Company or its Affiliates, including
                                            information relating to competitors’ research and development, intellectual property,
                                            operations, financial, clinical, regulatory, marketing, advertising and commercial strategies,
                                            that is not generally known;



 


		(vii)	all
                                            information provided to the Company or its Affiliates by their agents, consultants, lawyers,
                                            contractors, licensors or licensees and relating to the Business of the Company; and



 


		(viii)	all
                                            information relating to the Executive’s compensation and benefits, including salary,
                                            vacation, stock options, perquisites, severance notice, rights on termination and all other
                                            compensation and benefits, except that the Executive shall be entitled to disclose such information
                                            to the Executive’s bankers, advisors, agents, consultants and other third parties who
                                            have a duty of confidence to the Executive and who have a need to know such information in
                                            order to provide advice, products or services to the Executive.



 


All
Work Product shall be deemed to be the Company’s Confidential Information.


 


Notwithstanding
the foregoing, “Confidential Information” does not include information which the Executive can prove is information that
was in the public domain at the date of disclosure to the Executive, or thereafter entered the public domain through no fault of the
Executive (but only after it has entered the public domain) provided that any combination of information that is Confidential Information
will not be included within the exception merely because parts of the information were within the public domain unless the whole of the
combination itself was in the public domain.


 


		(d)	“Intellectual
                                            Property” is used in its broadest sense and means and includes any statutory, common
                                            law, equitable, contractual or proprietary rights or interests, recognized currently or in
                                            future, in and to any Inventions, including, without limitation, rights and interests in
                                            and to the following:



 


		(i)	knowledge,
                                            know-how and its embodiments, including trade secret information;



 


		(ii)	patents
                                            in inventions, and all applications therefor;



 






    Page 16 of 29


     


    

 


		(iii)	copyrights
                                            in artistic, literary, dramatic, musical, and neighbouring works, copyrightable works of
                                            authorship including technical descriptions for products, user guides, illustrations, advertising
                                            materials, computer programs, source code and object code, and all applications therefor;



 


		(iv)	trademarks,
                                            service marks, tradenames, business names and domain names and all applications therefor;



 


		(v)	industrial
                                            designs and all other industrial or intellectual property and all applications therefor;
                                            and



 


		(vi)	all
                                            goodwill connected with the foregoing.



 


		(e)	“Inventions”
                                            shall mean any and all inventions, discoveries, developments, enhancements, improvements,
                                            concepts, formulas, designs, processes, ideas, writings and other works, whether or not reduced
                                            to practice, and whether or not protectable under patent, copyright, trade secret or similar
                                            laws.



 


		(f)	“Work
                                            Product” shall mean any and all Inventions and possible Inventions relating to
                                            the Business of the Company and which the Executive may make or conceive, alone or jointly
                                            with others, during their involvement in any capacity with the Company, whether during or
                                            outside their regular working hours, except those Inventions made or conceived by the Executive
                                            entirely on their own time that do not relate to the Business of the Company and do not derive
                                            from any equipment, supplies, facilities, Confidential Information or other information,
                                            gained, directly or indirectly, from or through their involvement in any capacity with the
                                            Company.



 


		2	CONFIDENTIALITY



 


		(a)	Property
                                            of the Company. The Company shall exclusively own all right, title and interest in and
                                            to the Confidential Information, whether or not created or developed by the Executive.



 


		(b)	Prior
                                            Business Confidential Information. The Executive represents and warrants to the Company
                                            that the Executive has not brought or used, and the Executive covenants and agrees that the
                                            Executive will not use or bring to the Company any confidential information of any kind whatsoever
                                            of any prior party (the “Prior Business”) with whom the Executive was
                                            previously involved, whether such involvement was as an employee, director or officer of
                                            that Prior Business, an investor in that Prior Business, a partner in that Prior Business,
                                            a consultant to that Prior Business or other relationship to that Prior Business (the “Prior
                                            Involvement”). The Company and the Executive acknowledge and agree that the Company
                                            is not employing the Executive to obtain confidential information relating to any Prior Involvement
                                            and the Executive acknowledges that the Company has advised the Executive to comply with
                                            any and all legal obligations the Executive may have to such Prior Business. The Executive
                                            covenants and agrees to indemnify and hold the Company harmless from any and all loss, claims,
                                            damages, expenses and costs (including legal costs on a solicitor-client basis) of any kind
                                            whatsoever that the Company may suffer related to of any breach by the Executive of their
                                            obligations to such Prior Business in that regard.



 






    Page 17 of 29


     


    

 





		(c)	Basic
                                            Obligation of Confidentiality. The Executive hereby acknowledges and agrees that the
                                            Company has disclosed and will continue to disclose to the Executive, and that the Executive
                                            has had and will continue to have access to Confidential Information. The Executive will
                                            receive and hold all Confidential Information on the terms and conditions set out in this
                                            Exhibit B. Except as otherwise expressly set out in this Exhibit B, the Executive will keep
                                            strictly confidential all Confidential Information and all other information belonging to
                                            the Company that the Executive acquires, observes or is informed of, directly or indirectly,
                                            in connection with the Executive’s involvement, in any capacity, with the Company both
                                            during and after the employment in any capacity with the Company.


 


		(d)	Non-Disclosure.
                                            Except with the prior written consent of the Company or as may be expressly required in the
                                            course of performing the Services, the Executive will not at any time, either during or after
                                            their employment in any capacity with the Company;



 


		(i)	use
                                            or copy any Confidential Information or recollections thereof for any purpose other than
                                            the performance of the Services for the benefit of the Company and its Affiliates;



 


		(ii)	publish
                                            or disclose any Confidential Information or recollections thereof to any person other than
                                            to employees of the Company and its Affiliates who have a need to know such Confidential
                                            Information in the performance of their duties for the Company or its Affiliates;



 


		(iii)	permit
                                            or cause any Confidential Information to be used, copied, published, disclosed, translated
                                            or adapted except as otherwise expressly permitted by this Agreement; or



 


		(iv)	permit
                                            or cause any Confidential Information to be stored off the premises of the Company, including
                                            permitting or causing such Confidential Information to be stored in electronic format on
                                            personal computers, except in accordance with written procedures of the Company, as amended
                                            from time to time in writing.



 


		(e)	Taking
                                            Precautions. The Executive will take all reasonable precautions necessary or prudent
                                            to prevent material in their possession or control that contains or refers to Confidential
                                            Information from being discovered, used or copied by third parties.



 


		(f)	Control
                                            of Confidential Information and Return of Information. All physical materials produced
                                            or prepared by the Executive containing Confidential Information, including, without limitation,
                                            records, devices, computer files, data, notes, reports, proposals, lists, correspondence,
                                            specifications, drawings, plans, materials, accounts, reports, financial statements, estimates
                                            and all other materials prepared in the course of their responsibilities to or for the benefit
                                            of the Company or its Affiliates, together with all copies thereof (in whatever medium recorded),
                                            shall belong exclusively to the Company, and the Executive will promptly turn over to the
                                            Company’s possession every original and copy of any and all such items in their possession
                                            or control upon request by the Company. If the material is such that it cannot reasonably
                                            be delivered, upon request from the Company, the Executive will provide reasonable evidence
                                            that such materials have been destroyed, purged or erased.



 


		(g)	Purpose
                                            of Use. The Executive agrees that they will use Confidential Information only for purposes
                                            authorized or directed by the Company.



 






    Page 18 of 29


     


    

 






		(h)	Exemptions.
                                            The obligations of confidentiality set out in this Section 2 will not apply to



 


		(i)	information
                                            required by operation of law, court order or government agency to be disclosed, provided
                                            that:



 


		(ii)	in
                                            the event that the Executive is required to disclose such information or material, upon becoming
                                            aware of the obligation to disclose, unless prohibited by law the Executive will provide
                                            to the Company prompt written notice so that the Company may seek a protective order or other
                                            appropriate remedy and/or waive compliance with the provisions of this Agreement;



 


		(iii)	if
                                            the Company agrees that the disclosure is required by law, it will promptly give the Executive
                                            written authorization to disclose the information for the required purposes only;



 


		(iv)	if
                                            the Company promptly informs the Executive that the Company does not agree that the disclosure
                                            is required by law, this Agreement will continue to apply, except to the extent that a Court
                                            of competent jurisdiction orders otherwise; and



 


		(v)	if
                                            a protective order or other remedy is not obtained or if compliance with this Agreement is
                                            waived, the Executive will furnish only that portion of the Confidential Information that
                                            is legally required and will exercise all reasonable efforts to obtain confidential treatment
                                            of such Confidential Information.



 


		3	INTELLECTUAL
                                            PROPERTY RIGHTS



 


		(a)	Property
                                            of the Company: All Inventions and Work Product will be the sole and exclusive property
                                            of the Company.



 


		(b)	Notice
                                            of Invention. The Executive will promptly and fully inform the Company of all Work Product,
                                            whether or not patentable, throughout the course of their involvement, in any capacity with
                                            the Company and from which there is a reasonable basis to believe that Intellectual Property
                                            may be derived therefrom, whether or not developed before or after execution of this Agreement.
                                            On their ceasing to be employed by the Company for any reason whatsoever, the Executive will
                                            immediately deliver up to the Company all Work Product.



 


		(c)	Assignment
                                            of Rights. Subject only to the exceptions set out in Attachment 1 attached to this Exhibit
                                            B, the Executive will irrevocably assign, and does hereby irrevocably assign, to the Company
                                            or, at the option of the Company and upon notice from the Company, to the Company’s
                                            designee, all of their right, title and interest in and to all Work Product, including all
                                            Intellectual Property rights therein. To the extent that the Executive retains or acquires
                                            legal title to any such Intellectual Property rights and interests, the Executive hereby
                                            declares and confirms that such legal title is and will be held by them only as trustee and
                                            agent for the Company or the Company’s designee until such time as the Executive is
                                            able to execute a binding assignment of such rights. The Executive agrees that the Company’s
                                            rights hereunder shall attach to all Intellectual Property rights in their Work Product,
                                            notwithstanding that it may be perfected or reduced to specific form after they have terminated
                                            their relationship with the Company. The Executive further agrees that the Company’s
                                            rights hereunder are worldwide rights and are not limited to Canada, but shall extend to
                                            every country of the world.



 


		(d)	Moral
                                            Rights. Without limiting the foregoing, the Executive hereby irrevocably waives any and
                                            all moral rights worldwide, including without limitation those arising under the Copyright
                                            Act (Canada), as amended, or any successor legislation of similar force and effect or
                                            similar legislation in other applicable jurisdictions or at common law that they may have
                                            with respect to all Work Product, and agrees never to assert any moral rights which they
                                            may have in the Work Product, including, without limitation, the right to the integrity of
                                            the Work Product, the right to be associated with the Work Product, the right to restrain
                                            or claim damages for any distortion, mutilation or other modification or enhancement of the
                                            Work Product and the right to restrain the use or reproduction of the Work Product in any
                                            context and in connection with any product, service, cause or institution, and the Executive
                                            further confirms that the Company may use or alter any Work Product as the Company sees fits
                                            in its absolute discretion.



 






    Page 19 of 29


     


    

 


		(e)	Goodwill.
                                            The Executive hereby agrees that all goodwill that the Executive has established or may establish
                                            with clients, customers, suppliers, principals, shareholders, investors, collaborators, strategic
                                            partners, licensees, contacts or prospects of the Company relating to the Business of the
                                            Company (or of its partners, subsidiaries or affiliates), both before and after the Effective
                                            Date, shall be and remain the property of the Company exclusively, for the Company to use,
                                            alter, vary, adapt and exploit as the Company shall determine in its discretion.



 


		(f)	Assistance.
                                            The Executive hereby agrees to reasonably assist the Company, at the Company’s request
                                            and expense, in:



 


		(i)	making
                                            patent applications for all Work Product, including instructions to lawyers and/or patent
                                            agents as to the characteristics of the Work Product in sufficient detail to enable the preparation
                                            of a suitable patent specification, to execute all formal documentation incidental to an
                                            application for letters patent and to execute assignment documents in favour of the Company
                                            for such applications;



 


		(ii)	making
                                            applications for all other forms of Intellectual Property registration relating to all Work
                                            Product;



 


		(iii)	prosecuting
                                            and maintaining the patent applications and other Intellectual Property relating to all Work
                                            Product; and



 


		(iv)	registering,
                                            maintaining and enforcing the patents and other Intellectual Property registrations relating
                                            to all Work Product.



 


		(v)	If
                                            the Company is unable for any reason to secure the Executive’s signature with respect
                                            to any Work Product including, without limitation, to apply for or to pursue any application
                                            for any patents or copyright registrations covering such Work Product, then the Executive
                                            hereby irrevocably designates and appoints the Company and its duly authorized officers and
                                            agents as their agent and attorney-in-fact, to act for and in their behalf and stead to execute
                                            and file any papers, oaths and to do all other lawfully permitted acts with respect to such
                                            Work Product with the same legal force and effect as if executed by them.



 


		(g)	Assistance
                                            with Proceedings. The Executive will reasonably assist the Company, at the Company’s
                                            request and expense, in connection with any defence to an allegation of infringement of another
                                            person’s intellectual property rights, claim of invalidity of another person’s
                                            intellectual property rights, opposition to, or intervention regarding, an application for
                                            letters patent, copyright or trademark or other proceedings relating to Intellectual Property
                                            or applications for registration thereof.



 


		(h)	Commercialization.
                                            The Executive understands that the decision whether or not to commercialize or market any
                                            Work Product is within the Company’s sole discretion and for the Company’s sole
                                            benefit and that no royalty or other consideration will be due or payable to him as a result
                                            of the Company’s efforts to commercialize or market any such Work Product.



 






    Page 20 of 29


     


    

 


		(i)	Prior
                                            Business Intellectual Property. The Executive represents and warrants to the Company
                                            that they have not brought or used, and the Executive covenants and agrees that they will
                                            not use or bring to the Company any Intellectual Property of any kind whatsoever of any Prior
                                            Business with whom the Executive had a Prior Involvement or any Intellectual Property directly
                                            owned by the Executive. The Company and the Executive acknowledge and agree that the Company
                                            is not employing the Executive to obtain Intellectual Property relating to any Prior Involvement
                                            and the Executive acknowledges that the Company has advised the Executive to comply with
                                            any legal obligations the Executive may have to such Prior Business. The Executive covenants
                                            and agrees to indemnify and hold the Company harmless from any and all losses, claims, damages,
                                            expenses, and costs (including legal costs on a solicitor-client basis) of any kind whatsoever
                                            that the Company may suffer related to any breach by the Executive of their obligations to
                                            such Prior Business in that regard.



 


		(j)	Prior
                                            Inventions. In order to have them excluded from this Exhibit B, the Executive has set
                                            forth on Attachment 1 attached to this Exhibit B a complete list of all Inventions for which
                                            a patent application has not yet been filed that they have, alone or jointly with others,
                                            conceived, developed or reduced to practice prior to the execution of this Exhibit B to which
                                            they have any right, title or interest, and which relate to the Business of the Company.
                                            If such list is blank or no such list is attached, the Executive represents and warrants
                                            that there are no such prior Inventions.



 


		4	PUBLICITY



 


The
Executive shall not, without the prior written consent of the Company, make or give any public announcements, press releases or statements
to the public or the press regarding any Work Product or any Confidential Information.


 


		5	FURTHER
                                            ASSURANCES



 


The
Parties will execute and deliver to each other such further instruments and assurances and do such further acts as may be required to
give effect to this Exhibit B.


 


		6	FIDUCIARY
                                            STATUS



 


The
provisions of this Exhibit B are additional to and do not amend, replace or otherwise reduce the Executive’s fiduciary obligations
at law or equity.


 


		7	TERMINATION
                                            OF EMPLOYMENT / SURVIVAL



 


		(a)	The
                                            covenants in this Exhibit B apply regardless of which Party initiated the termination of
                                            the Executive’s employment or the reasons for the termination of the Executive’s
                                            employment.



 


		(b)	If
                                            the employment of the Executive is terminated for any reason by the Executive or the Company
                                            and there is any dispute with respect to whether any obligations have been breached or to
                                            what extent compensation or other entitlements are owing to the Executive then despite the
                                            dispute and whether the Company is, or is later determined to be, otherwise in compliance
                                            with the terms and conditions of the Executive’s employment, the Executive will at
                                            all times remain bound by the post-employment obligations set out in this Exhibit B.



 


		(c)	This
                                            Exhibit B will survive the termination of employment of the Executive for any reason and
                                            will continue in full force and effect.



 


		8	NO
                                            CONFLICTING OBLIGATIONS



 


The
Executive hereby represents and warrants that the Executive has no agreements with or obligations to any other person with respect to
the matters covered by this Exhibit B or concerning the Confidential Information that are in conflict with anything in this Exhibit B,
except as disclosed in Attachment 1 attached to this Exhibit B.


 






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		9	SEVERABILITY



 


For
the purposes of section 9(e) of the EEA, each covenant or obligation set out in this Exhibit B is a separate and distinct provision.


 


		10	INDEPENDENT
                                            LEGAL ADVICE



 


The
Executive agrees that the Executive has obtained or has had an opportunity to obtain independent legal advice in connection with this
Exhibit B, and further acknowledges that the Executive has read, understands, and agrees to be bound by all of the terms and conditions
contained herein.


 


 


	Agreed:	 	 	Date: March 1, 2021
	 	ALEXANDRA D. J. MANCINI	 	 



 


 


	Agreed:		 	Date: March 1, 2021
	 	INMED PHARMACEUTICALS INC.	 	 



 






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Attachment
1 to Exhibit B


 


EXCLUSIONS
FROM WORK PRODUCT


 


		●	Nil.



 






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Exhibit
C – Restrictive Covenant Agreement


 


Dated:
March 1, 2021


 


 WHEREAS:




 


		A.	In
                                            accordance with the terms of the Executive Employment Agreement between the Executive and
                                            the Company dated March 1, 2021 (the “EEA”), the Executive has agreed
                                            to execute this Restrictive Covenant Agreement on the terms set out herein.



 


NOW
THEREFORE for good and valuable consideration, including the consideration contemplated by the EEA, the receipt and sufficiency of which
is acknowledged by the Executive, the Executive and the Company agree as follows:


 


		1	INTERPRETATION



 


The
capitalized terms have the meanings ascribed to them in the EEA, and the following terms have the following meanings:


 


		(a)	“Business”
                                            or “Business of the Company” means researching, developing, commercializing,
                                            producing and marketing novel, cannabinoid-based and other pharmaceutical therapies to treat
                                            disease combined with innovative drug delivery systems;



 


		(b)	“Capacity”
                                            means as a principal, agent, employee, director, officer, advisor, shareholder, consultant
                                            or contractor.



 


		(c)	“Competing
                                            Business” means any endeavor, activity or business which is competitive in any
                                            material way with the Business of the Company worldwide;



 


		(d)	“Competitive
                                            Duties” means any duties that:



 


		(i)	are
                                            the same or similar to any of the duties the Executive performed for the Company in the 18-month
                                            period immediately preceding the Date of Termination and relate to products and/or services
                                            that are competitive with the Business of the Company, or



 


		(ii)	involve
                                            the management, direction or supervision of personnel performing any of the duties described
                                            in paragraph (i) above;



 


		(e)	“Contact”
                                            means any person, firm, corporation or other entity that was a client, customer, supplier,
                                            principal, shareholder, investor, collaborator, strategic partner, licensee, contact or prospect
                                            of the Company (or of its partners or funders) with whom the Executive materially dealt or
                                            otherwise became aware of during the term of the Executive’s employment in any capacity
                                            with the Company;



 


		(f)	“Restricted
                                            Period” means the 12-month period immediately following the Date of Termination;



 


		(g)	“Prohibited
                                            Work” means any executive, management, supervisory, consultation or strategic work
                                            for a Competing Business in circumstances where the Executive has Confidential Information,
                                            or had been given Confidential Information, that if used or disclosed in performing such
                                            work could be advantageous to the Competing Business in competing with the Business; and



 






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		(h)	“Restricted
                                            Territory” means the United States of America and Canada and the geographic area
                                            in any other country in which the Company had material business relationships in which the
                                            Executive was materially involved at the time of or within 12 months of the Date of Termination.



 


		2	ACKNOWLEDGEMENT



 


The
Executive acknowledges the following:


 


		(a)	The
                                            Business of the Company is highly competitive;



 


		(b)	The
                                            Executive has had and will continue to have a senior executive role for the Company, has
                                            had and will continue to have extensive access to, and has been and will continue to be entrusted
                                            with, highly sensitive Confidential Information and has been and will continue to be involved
                                            in and responsible for strategic, supervisory and managerial decisions for the Company;



 


		(c)	The
                                            Executive has developed and will continue to develop important relationships with key Contacts
                                            such that the goodwill and competitiveness of the Business of the Company depend in part
                                            on the Executive; and



 


		(d)	As
                                            a result, the Company would be vulnerable to and harmed by the Executive performing duties
                                            and work that are competitive with or detrimental to the Company for a reasonable period
                                            after the Date of Termination.



 


		3	NON-COMPETITION



 


		(a)	Restriction.
                                            During the Restricted Period, the Executive shall not, without the prior written consent
                                            of the Board acting reasonably, directly or indirectly, perform Competitive Duties or Prohibited
                                            Work for a Competing Business in any Capacity within the Restricted Territory.



 


		(b)	Exception.
                                            Nothing in subsection (a) above shall prohibit the Executive from, during the Restricted
                                            Period, holding, strictly for portfolio purposes and as a passive investor, no more than
                                            five percent (5%) of the issued and outstanding shares of, or any other interest in, any
                                            corporation or other entity which is listed on any recognized stock exchange, that is a Competing
                                            Business.



 


		4	NON-SOLICITATION
                                            OF CONTACTS



 


		(a)	Restriction.
                                            During the Restricted Period the Executive shall not directly or indirectly in a manner that
                                            is competitive with the Business of the Company:



 


		(i)	participate
                                            in any bid or tender process with respect to, or



 


		(ii)	solicit
                                            or otherwise interfere with the relationship with the Company with



 


any
Contact in the Restricted Territory.


 


		(b)	Exception.
                                            The restriction in paragraph (a) does not apply to solicitation through broadly circulated
                                            media advertisements that are generic in nature.



 






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		5	NON-SOLICITATION
                                            OF PERSONNEL



 


		(a)	Restriction.
                                            During the Restricted Period the Executive shall not directly or indirectly solicit or entice
                                            any person who is an employee or contractor of the Company to leave employment or engagement
                                            with the Company.



 


		(b)	Exception.
                                            The restriction in paragraph (a) does not apply to solicitation through broadly circulated
                                            media advertisements that are generic in nature.



 


		6	RELATIONSHIP
                                            WITH A COMPETITIVE BUSINESS



 


If
the Executive has any direct or indirect relationship with a Competitive Business any time during the Restricted Period, then the Executive
will have the duty and responsibility to promptly notify the Company of such relationship and cooperate in any investigation by the Company
as to whether the Executive is or will be in breach of any obligation in this Exhibit C. The Executive will promptly cooperate and comply
with any requests from any of the Company for information or documentation related to any such relationship with a Competitive Business.


 


		7	REASONABLENESS



 


The
Executive agrees and acknowledges that the covenants and obligations in this Exhibit C are given for good and valuable consideration,
paid or provided in exchange for agreeing to the restrictions set out in this Exhibit C and that by reason of the Executive’s unique
knowledge of and relationship with the Company and the significant competitive relationship between the Company and the Competing Businesses,
the scope of these covenants and obligations as to time, activity and geographic area, the definitions of Competing Business, Competitive
Duties, Prohibited Work, Restricted Period, and Restricted Territory are reasonable and give only such reasonable restrictions as are
minimally necessary to protect the legitimate proprietary interests of the Company. The Executive further agrees and acknowledges that
the Company may notify any employer or prospective employer of the Executive, and any other legal entity with whom the Executive has
had or is having direct or indirect dealings with, of the restrictions set out in this Exhibit C when reasonably required by the Company
to protect its legitimate business interests.


 


The
Employee agrees that should any of the restrictions contained in this Exhibit C be found to be unreasonable to any extent by a court
of competent jurisdiction adjudicating upon the validity of the restriction, whether as to the scope of the restriction, the area of
the restriction or the duration of the restriction, then such restriction shall be reduced to that which is in fact declared reasonable
by such court, or a subsequent court of competent jurisdiction, requested to make such a declaration, in order to ensure that the intention
of the parties is given the greatest possible effect.


 


		8	FIDUCIARY
                                            STATUS



 


The
provisions of this Exhibit C are additional to and do not amend, replace or otherwise reduce the Executive’s fiduciary obligations
at law or equity.


 


		9	TERMINATION
                                            OF EMPLOYMENT / SURVIVAL



 


		(a)	The
                                            covenants in this Exhibit C apply regardless of which Party initiated the termination of
                                            the Executive’s employment or the reasons for the termination of the Executive’s
                                            employment.



 






    Page 26 of 29


     


    

 


		(b)	If
                                            the employment of the Executive is terminated for any reason by the Executive or the Company
                                            and there is any dispute with respect to whether any obligations have been breached or to
                                            what extent compensation or other entitlements are owing to the Executive then despite the
                                            dispute and whether the Company is, or is later determined to be, otherwise in compliance
                                            with the terms and conditions of the Executive’s employment, the Executive will at
                                            all times remain bound by the post-employment obligations set out in this Exhibit C.



 


		(c)	This
                                            Exhibit C will survive the termination of employment of the Executive for any reason and
                                            will continue in full force and effect.



 


		10	NO
                                            CONFLICTING OBLIGATIONS



 


The
Executive hereby represents and warrants that they have no agreements with or obligations to any other person with respect to the matters
covered by this Exhibit C.


 


		11	SEVERABILITY



 


For
the purposes of section 9(e) of the EEA, each covenant or obligation set out in this Exhibit C is a separate and distinct provision.


 


		12	INDEPENDENT
                                            LEGAL ADVICE



 


The
Executive agrees that the Executive has obtained or has had an opportunity to obtain independent legal advice in connection with this
Exhibit C, and further acknowledges that the Executive has read, understands, and agrees to be bound by all of the terms and conditions
contained herein.


 


 


	Agreed:		 	Date: March 1, 2021
	 	ALEXANDRA D. J. MANCINI	 	 



 


 


	Agreed:		 	Date: March 1, 2021
	 	INMED PHARMACEUTICALS INC.	 	 



 






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Exhibit
D – Release


 


FOR
AND IN CONSIDERATION OF the terms set out in the Executive Employment Agreement dated March 1, 2021 (the “EEA”)
and other good and valuable consideration, ALEXANDRA D. J. MANCINI (the “Executive”) agrees to remise, release
and forever discharge of INMED PHARMACEUTICALS INC. (the “Company”), and the Company’s associated or
related entities, subsidiaries, predecessors, successors, assigns, officers, owners, operators, directors, employees, insurers and agents
and each of their associated or related entities, subsidiaries, predecessors, successors, assigns, officers, owners, operators, directors,
employees, insurers and agents and each of their respective predecessors, successors, heirs, executors, administrators, and assigns from
any and all manner of actions, causes of action, suits, debts, damages, covenants, contracts, costs, expenses, compensation, claims and
demands whatsoever, whether in law or in equity, whether known or unknown, relating to the Executive’s employment with the Company
or the cessation of that employment, and without limiting the generality of the foregoing, any claims or rights under the Employment
Standards Act (British Columbia) and the Human Rights Code (British Columbia) and any other applicable provincial or federal
legislation (to the maximum extent permitted by such legislation), any claims for severance pay or pay in lieu of notice of termination,
damages for loss of reputation, loss of position, loss of status, loss of future job opportunities, and constructive termination, any
claims arising from the manner and timing of the termination, and any claims or rights under the weekly indemnity, long term disability,
incentive and other benefit plans of the Company.


 


Except
for amounts to be paid or benefits and other entitlements to be provided to the Executive pursuant to the express terms of the EEA after
the date of execution of this Release, the Executive agrees and acknowledges that:


 


		(a)	the
                                            Executive has received, or by virtue of the terms of the EEA will receive, all wages including,
                                            without limiting the generality of the foregoing, overtime pay, vacation pay, general holiday
                                            pay and pay in respect of termination of employment to which the Executive is entitled under
                                            the Employment Standards Act as of the date of this Release;



 


		(b)	the
                                            Company has, or by virtue of the terms of the EEA will have, satisfied all obligations to
                                            the Executive under the Employment Standards Act in relation to the Executive’s
                                            employment and the cessation of the Executive’s employment, and there is no factual
                                            or legal basis for any claim or entitlement against the Company under that statute;



 


		(c)	the
                                            payments to the Executive by or on behalf of the Company are not to be construed as an admission
                                            of liability on the part of the Company, which liability is expressly denied;



 


		(d)	this
                                            Release is executed by the Executive for the purpose of making a full, final and irrevocable
                                            settlement of any and all claims whatsoever and howsoever arising against the Company;



 


		(e)	the
                                            Executive will not make any further claim or take any proceedings whatsoever against the
                                            Company or any other person, company or other legal entity who might claim contribution or
                                            indemnity from the Company in respect of matters which are the subject of this Release;



 


		(f)	the
                                            facts in respect of which this Release is made may prove to be other than or different from
                                            the facts now known or believed to be true, and the Executive expressly accepts and assume
                                            the risk of the facts being different, and agrees that this Release will be in all respects
                                            enforceable and not subject to termination, rescission, or variation by discovery of any
                                            difference in facts;



 






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		(g)	the
                                            Executive will indemnify and hold harmless the Company from all liability, if any, for any
                                            tax, penalty, interest or any other amount of any kind whatsoever arising under any one or
                                            more of the Income Tax Act (Canada), the Employment Insurance Act (Canada),
                                            the Canada Pension Plan Act (Canada), and any other similar statute of Canada or a
                                            province or territory thereof, that arises in consequence of the performance of the obligations
                                            to the Executive by or on behalf of the Company;



 


		(h)	the
                                            existence and terms of the settlement between the Executive and the Company and this Release
                                            are confidential and the Executive will not disclose, except as required by law, either the
                                            whole or part of such settlement or Release to anyone, but disclosure may be made to the
                                            Executive’s legal or financial advisors and spouse, on the condition that the Executive
                                            will ensure that those persons to whom the Executive makes disclosure maintain that confidentiality
                                            and do not disclose the existence and terms of the settlement;



 


		(i)	this
                                            Release is voluntarily executed and the terms of the Release are contractual and not a mere
                                            recital; and



 


		(j)	the
                                            Executive had read and understands this Release and has, prior to the execution hereof, had
                                            the opportunity to receive independent legal advice in respect hereof.



 


 


IN
WITNESS WHEREOF ALEXANDRA D. J. MANCINI HAS SIGNED THIS RELEASE THIS ___ DAY OF _________________, 20__.


 


 


	 	 
	ALEXANDRA D. J. MANCINI	 



 



    Page 29 of 29