Exhibit 4.7


 


 





EXECUTIVE EMPLOYMENT
AGREEMENT


ESSA PHARMACEUTICALS
CORP.


 


This Agreement is entered into as of July
1, 2019 (this "Agreement") by and between ESSA PHARMACEUTICALS CORP. (the “Company”) and Alessandra Cesano
("Executive"), hereinafter collectively “the parties.”


 


1. Position.


 


(a) Title. Executive
will serve as the Chief Medical Officer of the Company. Executive will render such business and professional services in the performance
of Executive's duties, consistent with Executive's position within the Company, as shall reasonably be assigned to Executive by
the Company's President and Chief Executive Officer ("CEO"). The period of Executive's employment under this Agreement
is referred to herein as the "Employment Term.” The Employment Term will commence on Executive's actual start date of
employment with the Company (the “Start Date”), which is expected to occur no later than July 1, 2019.


 


(b) Obligations.
Executive agrees to the best of Executive's ability and experience that Executive will at all times loyally and conscientiously
perform all of the duties and obligations required of and from Executive pursuant to the express and implicit terms hereof, and
to the reasonable satisfaction of the Company. During the Employment Term, Executive further agrees that Executive will not engage
in any other employment, occupation, consulting, or other business activity directly related to the business in which the Company
is now involved or becomes involved during the Employment Term, nor will Executive engage in any other activities that conflict
with Executive's obligations to the Company. Nothing in this Agreement will prevent Executive from accepting speaking or presentation
engagements in exchange for honoraria or from serving on boards of charitable organizations, or from owning no more than one percent
(1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange.


 


2.       At-Will
Employment


 


The parties agree that, subject to the terms of this Agreement,
Executive's employment with the Company is "at-will" and may be terminated at any time with or without cause or notice.
Executive understands and agrees that neither Executive’s job performance nor promotions, commendations, bonuses or the like
from the Company gives rise to or in any way serves as the basis for modification, amendment, or extension, by implication or otherwise,
of Executive’s employment with the Company. The at-will nature of Executive’s employment cannot be modified or amended
except by a written agreement signed by Executive and the Company’s CEO.


 


3.        Compensation.



 


(a) Base Salary.
During the Employment Term, the Company will pay Executive as compensation for Executive's
services a base salary at the annualized rate of four hundred thousand dollars ($400,000) (the
"Base Salary”). The Base Salary will be
paid periodically in accordance with the Company's normal
payroll practices and be subject to all required withholdings, and may change at the Company's
discretion, including annual review by the Company's Board of Directors (the "Board") or the Compensation Committee of
the Board (the “Committee”) for any appropriate adjustment.


 



     


     


    

 





(b) Bonus. Executive shall be eligible
to be considered for an annual, performance-based, cash bonus of up to 40% of Executive's Base Salary for each calendar year, which
bonus shall be awarded in the sole discretion of the Board or the Committee based on a recommendation from the CEO, which shall
be based on Executive's performance in the prior calendar year against goals established for such year by the Company and agreed
to by the Board. Any bonus awarded shall be paid by no later than March 30 following the calendar year to which the bonus corresponds.
If Executive is terminated by or leaves the Company prior to the end of a given calendar year, then the Company shall have no obligation
to pay a bonus to Executive for such year. For the year ending December 31, 2019, Executive's bonus may be prorated based upon
Executive's Start Date.


 


(c) Equity Grant. In connection
with the commencement of Executive's employment, the Company will recommend that the Board grant Executive an option to purchase
a presently unspecified number of shares of common stock of the Company (the "Stock Option"), with an exercise price
equal to the fair market value on the date of grant. On completion of current financing activities and confirmation of the Company’s
new capital structure, the Company will be able to specify the number of shares to be granted. It is anticipated that the option
grant to Executive will amount to a number representing between 1% and 1.5% of the then-current outstanding shares. The Stock Option
will vest at a rate determined appropriate for the senior management team as determined by the Compensation Committee. Vesting
will, of course, depend on Executive's continued service with the Company through each vesting date. The Stock Option will be subject
to the terms of the Company's 2018 Stock Option Plan, or any successor plan (the "Plan") and a certificate evidencing
the terms of the option grant thereunder.


 


In the event that there is a Change of
Control (as such term is defined in the Plan), and the Executive incurs an Involuntary Termination (as defined below) during the
period on, or within twelve (12) months following such Change of Control, then, in each case, one hundred percent (100%) of the
unvested portion of the Stock Option shall vest and become exercisable at the time of Executive's termination from employment.
The Stock Option will be an incentive stock option to the maximum extent permitted by law and will be subject to the terms of the
Plan and a stock option agreement between Executive and the Company, including but not limited to a "lock up" provision
and a right of first refusal in favor of the Company. The description of the Stock Option in this Section 3(c) is qualified in
its entirety to the actual terms as shall be set forth in the Stock Option Agreement.


 


4. Employee Benefits. During the Employment Term, Executive
will be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability
to other senior executives of the Company, including, without limitation, the Company's medical plans. The Company reserves the
right to cancel or change the benefit plans and programs it offers to its employees at any time. Executive shall also be entitled
to take paid vacation consistent with the Company's vacation policy approved by the Board. Currently, the Company's
paid time off (“PTO”) policy provides
for accrual of up to 15
days of paid time off per calendar year
for years 1 and 2, and an accrual of up to 20 days for subsequent years. Such accrual
is capped at 30 days. The Company reserves the right to change its PTO policy to its employees at any time.


 


5. Severance Benefits.



 


(a) Involuntary Termination.
If Executive's employment
with the Company terminates as a result of
an Involuntary Termination (as defined below), then, subject to Executive's compliance
with Section 8 and Section 13, Executive shall receive severance pay (less applicable withholding taxes) at a rate equal to Executive's
Base Salary rate, as then in effect, for a period of twelve (12) months (such payments shall be paid periodically in accordance
with the Company's normal payroll policies). If Executive becomes entitled to receive severance pay pursuant to this Section 5(a),
Executive will not be entitled to any other severance benefits or similar payments in accordance with the Company's established
policies as then in effect.


 






     


     


    

 


(b) Voluntary Termination;
Termination for Cause. If Executive's employment with the Company is terminated voluntarily by Executive without Good Reason
or for Cause by the Company, then (i) all vesting of any unvested stock options or shares of restricted stock held by Executive
as of the date of Executive's termination of employment will terminate immediately, (ii) all payments of compensation by the Company
to Executive hereunder will terminate immediately (except as to amounts already earned) and (iii) Executive will only be eligible
for severance benefits in accordance with the Company's established policies as then in effect.


 


(c) Termination
due to Change of Control. If Executive’s employment with the Company terminates as a result of a Change of Control as
defined in Section 6(b) at any time within an eighteen (18) month period following said Change of Control, other than for Cause,
then:


 


(i) The Company
shall continue to pay the Executive the then-current base salary for the eighteen (18) months following the Executive’s termination
on the Company’s normal payroll schedule. In addition, the Company shall pay a lump sum payment to the Executive within 10
days of the termination equal to, if not theretofore paid, the amount of the Executive’s accrued and unpaid Base Salary and
vacation pay for the period to and including the effective date of termination; and


 


(ii) If the Executive
is participating in the Company’s group health insurance plans on the date of the termination, and timely elects to continue
such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, or, if applicable, comparable state or local insurance
laws (“COBRA”), then the Company will pay, directly to the COBRA carrier as and when due, the COBRA premiums necessary
to continue such health insurance coverage for the Executive and her eligible dependents until the earliest of (i) the first 18
months following the Executive’s separation from service, (ii) the expiration of eligibility for COBRA coverage or (iii)
the date when the Executive or her dependents become eligible for substantially equivalent health insurance coverage in connection
with new employment or self-employment.


 


(d) Termination by Reason of Death or
Disability. If Executive's employment with the Company terminates as a result of Executive's death or Disability (as defined
in Section 6 below), Executive or Executive's estate or representative will receive all salary accrued (plus any other amounts
payable as determined by the Board in its sole discretion) as of the date of Executive's death or Disability and any other benefits
payable under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the
date of death or Disability and in accordance with applicable law. Such payments shall be made by the Company periodically in accordance
with the Company's normal payroll policies with respect to each element of such payments.


 


6. Definitions.


 


(a) Cause. For
purposes of this Agreement, "Cause" for a termination of Executive will exist if Executive is terminated for any of the
following reasons: (i) Executive's failure to substantially perform his or her duties and responsibilities to the Company (other
than a failure from Executive's Disability) after receiving written notice of the alleged failure and ten (10) days opportunity
to cure; (ii) Executive's commission of any act of fraud, embezzlement, dishonesty or misrepresentation; (iii) Executive's violation
of any federal or state law or regulation applicable to the business of the Company or its affiliates; (iv) Executive's breach
of any confidentiality agreement or invention assignment agreement between Executive and the Company (or any affiliate of the Company);
or (v) Executive's being convicted of, or entering a plea of nolo contendere to a felony, or committing any act of moral
turpitude, dishonesty or fraud against, or the misappropriation of
material property belonging to, the
Company or its affiliates.
The determination as to whether
Executive is being terminated for Cause
shall be based on a good faith determination by
the Board. 


 



     


     


    

 





(b)
Change of Control. For purposes of this Agreement, “Change of Control”
means situations where after giving effect to the contemplated transaction and as a result of such transaction: (i) any one person
holds a sufficient number of voting shares of the Company or resulting company; or (ii) any combination of persons, acting in concert
by virtue of an agreement, arrangement, commitment or understanding, holds in total a sufficient number of voting shares of the
Company or its successor to affect materially the control of the Company or its successor; in either case where such person or
combination of persons did not previously hold a sufficient umber of voting shares to materially affect control of the Company
or its successor and, in the absence of evidence to the contrary, any person or combination of persons acting in concert by virtue
of an agreement, arrangement, commitment or understanding, holding more than 20% of the voting shares of the Company or resulting
company is deemed to materially affect control of the Company or resulting company; or (iii) there is a sale of substantially all
of the assets of the Company; or (iv) the Company enters into a merger, reverse-merger, amalgamation, arrangement, consolidation
or other form of business combination, share exchange, reorganization, recapitalization, transfer or other similar transaction
with another person (whether or not the Company is the surviving entity) and as a result of such transaction (a) the members of
the board of directors immediately prior to such transaction constitute less than a majority of the members of the board of directors
of the Company or such surviving entity immediately following such transaction or (b) the persons that beneficially owned, directly
or indirectly, the voting shares of the Company immediately prior to such transaction cease to beneficially own, directly or indirectly,
voting shares of the Company representing at least a majority of the total voting power of all outstanding classes of voting shares
of the surviving entity immediately following such transaction.


 


(c)
Disability. For purposes of this Agreement,
"Disability" shall mean that Executive has been unable to perform Executive's duties hereunder as the result of Executive's
incapacity due to physical or mental illness, and such inability, which continues for at least 120 consecutive calendar days or
150 calendar days during any consecutive twelve-month period, is determined to be total and permanent by a physician selected by
the Company and its insurers and acceptable to Executive or to Executive's legal representative (with such agreement on acceptability
not to be unreasonably withheld).


 


(d) Good Reason.
For purposes of this Agreement, "Good Reason" means the occurrence of one or more of the following events effective without
Executive's prior consent: (i) the assignment to Executive of any duties or the reduction of Executive's duties, either of which
results in a material diminution in Executive's position or responsibilities with the Company; provided that, it being understood
that the continuance of Executive's duties and responsibilities at the subsidiary or divisional level following a Change of Control,
rather than at the parent, combined or surviving company level following such Change of Control shall not deemed Good Reason within
the meaning of this clause (i); (ii) a material reduction by the Company in the base salary of Executive; (iii) a material change
in the geographic location at which Executive must perform services (for purposes of the foregoing, the relocation of Executive
to a facility or a location less than 25 miles from Executive's then-present location shall not be considered a material change
in geographic location); or (iv) any material breach by the Company of any material provision of this Agreement. Executive will
not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting grounds
for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable
cure period of not less than thirty (30) days following the date of such notice. The determination as to whether Executive resigned
for Good Reason shall be based on a good faith determination by the Board.


 


(e) Involuntary
Termination. For purposes of this Agreement, an "Involuntary Termination" shall be deemed to occur if: (i) Executive's
employment with the Company is terminated by the Company for any reason other than Cause (and for a reason other than Executive's
death or Disability); or (ii) Executive terminates Executive's employment with the Company for Good Reason.


 



     


     


    

 





7. Proprietary Information and
Inventions Agreement. Executive acknowledges that Executive is and will continue to be bound by the terms and conditions of
the Employee Invention Assignment, Confidentiality and Non-Competition Agreement (the “Employee Agreement”) that is
executed concurrently with this Employment Agreement.


 


8. Conditional Nature of Severance Payments. 


 


(a) Non-Solicitation;
Non-Competition. Executive agrees and acknowledges that Executive's right to receive the severance benefits set forth in Section
5 (to the extent Executive is otherwise entitled to such benefits) shall be conditioned upon Executive's continued compliance with
Section 8 (Non-Solicitation) and Section 9 (Non-Competition) of the Employee Agreement and Section 8(b) of this Agreement.
Upon any breach of this section, all severance benefits pursuant to this Agreement including,
without limitation, Executive's right to exercise any stock options on a date that is more
than ninety (90) days after the date that Executive's employment was terminated.


 


(b) Separation Agreement and Release
of Claims. The receipt of any severance pursuant to Section 5 will be subject to Executive signing and not revoking a standard
separation agreement and release of claims with the Company (the "Release") and provided that such Release becomes effective
and irrevocable no later than sixty (60) days following the termination date (such deadline, the "Release Deadline").
If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to severance
or benefits under this Agreement. In no event will severance payments or benefits be paid or provided until the Release becomes
effective and irrevocable


 


(c) Non-Disparagement.
During and after the Employment Term, Executive agrees to refrain from any defamation, libel or slander of the Company and its
officers, directors, employees, agents, investors, stockholders, administrators, affiliates, divisions, subsidiaries, predecessor
and successor corporations, and assigns, and any tortious interference with the contracts, relationships and prospective economic
advantage of any of the foregoing persons and entities.


 


(d) Understanding
of Covenants. Executive represents that Executive (i) is familiar with the covenants set forth in Section 8 and Section 9 of
the Employee Agreement, and (ii) is fully aware of Executive's obligations hereunder, including, without limitation, the reasonableness
of the length of time, scope and geographic coverage of such covenants.


 


9. Confidentiality of Terms. Executive
agrees to follow the Company's strict policy that employees must not disclose, either directly or indirectly, any of the terms
of this Agreement to any person, including other employees of the Company; provided, however, that Executive may discuss such terms
with members of Executive's immediate family and any legal, tax or accounting specialists who provide Executive with individual
legal, tax or accounting advice.


 


10. Assignment. This Agreement will
be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive's death
and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms
of this Agreement for all purposes. For this purpose, "successor" means any person, firm, corporation or other business
entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of
the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant
to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment,
transfer, conveyance or other disposition of Executive's right to compensation or other benefits will be null and void.


 






     


     


    

 


11. Notices. All notices, requests,
demands and other communications called for hereunder shall be in writing and shall be deemed given (a) on the date of delivery
if delivered personally, (b) one (1) day after being sent by a well-established commercial overnight service, or (c) four (4) days
after being mailed by registered or certified mail, return receipt requested, prepaid


 


and addressed to the parties
or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:


 


		If to the Company:	ESSA Pharmaceuticals Corp.



c/o ESSA Pharma, Inc.


99West Broadway, Ste 720


Vancouver, BC V5Z 1K5


Attn: CEO


 


		If to Executive:	700 Baltic Circle #716



Redwood City, CA 94065


 


12. Severability. In the event that
any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement
will continue in full force and effect without said provision.


 


13. Section 409A. 


 


(a) Notwithstanding anything to the contrary
in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when
considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section
409A, and the final regulations and any guidance promulgated thereunder ("Section 409A") (together, the "Deferred
Payments") will be paid or otherwise provided until Executive has a "separation from service" within the meaning
of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt
from Section 409A pursuant to Treasury Regulation Section 1.409A 1(b)(9) will be payable until Executive has a "separation
from service" within the meaning of Section 409A.


 


(b) Any severance payments or benefits under
this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until,
the sixtieth (60th day following Executive's separation from service, or, if la required by Section 13(c). Any installment payments
that would have been made to Executive during the sixty (60) day period immediately following Executive's separation from service
but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive's separation from service
and the remaining payments shall be made as provided in this Agreement.


 


(c) Notwithstanding
anything to the contrary in this Agreement, if Executive is a "specified employees within the meaning of Section 409A at the
time of Executive's termination (other than due to death), then the Deferred Payments that are payable within the first six (6)
months following Executive's separation from service, will become payable on the first payroll date that occurs on or after the
date six (6) months and one (1) day following the date of Executive's separation from service. All subsequent Deferred Payments,
if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything
herein to the contrary, if Executive dies following Executive's separation from service, but prior to the six (6) month anniversary
of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon
as administratively practicable after the date of Executive's death and
all other Deferred
Payments will be payable
in accordance with the payment schedule applicable
to each payment or
benefit. Each payment
and benefit payable under this
Agreement is intended to constitute a separate payment for purposes of Section 1.409A
2(b)(2) of the Treasury
Regulations. 


 






     


     


    

 


(d)
Any amount paid under
this Agreement that satisfies the
requirements of the "short term deferral" rule set forth in Section 1.409A-1(b)(4)
of the Treasury Regulations will not constitute Deferred Payments for purposes of Section 13(a) above. Any amount paid under this
Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii)
of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments
for purposes of Section 13(a) above. For purposes of this Agreement, "Section 409A Limit" will mean the lesser of two
(2) times: (i) Executive's annualized compensation based upon the annual rate of pay paid to Executive during the Executive's taxable
year preceding the Executive's taxable year of the termination of employment as determined under Treasury Regulation Section 1.409A
1(b))(iii)(A)(I) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be
taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which Executive's
employment is terminated


 


(e) The foregoing provisions
are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided
hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so
comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such
reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition
prior to actual payment to Executive under Section 409A.


 


14. Arbitration.


 


(a) General. In consideration of
Executive's service to the Company, Executive's promise to arbitrate all employment related disputes and Executive's receipt of
the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees
that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, stockholder
or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive's
service to the Company under this Agreement or otherwise or the termination of Executive's service with the Company, including
any breach of this Agreement, shall be subject to binding arbitration under the Arbitration Rules set forth in the Revised Code
of Washington Chapter 7.04 (the "Rules") and pursuant to Washington law. Disputes which Executive agrees to arbitrate,
and thereby agrees to waive any right to a trial by jury, include any statutory claims under state or federal law, including, but
not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination
in Employment Act of 1967, the Older Workers Benefit Protection Act, claims of harassment, discrimination or wrongful termination.
Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive.


 


(b) Procedure.
Executive agrees that any arbitration will
be administered by the American Arbitration Association ("AAA")
and that a neutral arbitrator will be selected in a manner consistent with its National Rules
for the Resolution of Employment Disputes. The arbitration proceedings will allow for discovery according to the National Rules
for the Resolution of Employment Disputes and the Washington Code of Civil Procedure. Executive agrees that the arbitrator shall
have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication
and motions to dismiss and demurrers, prior to any arbitration hearing. Executive agrees that the arbitrator shall issue a written
decision on the merits with findings of fact and conclusions of law. Executive also agrees that the arbitrator shall have the power
to award any remedies, including attorneys' fees and costs, available under applicable law. Executive understands the Company will
pay for any administrative or hearing fees charged by the arbitrator or AAA except that Executive shall pay the first $200.00 of
any filing fees associated with any arbitration Executive initiates. Executive agrees that the arbitrator shall administer and
conduct any arbitration in a manner consistent with the Rules and that to the extent that the AAA's National Rules for the Resolution
of Employment Disputes conflict with the Rules, the Rules shall take precedence.


 






     


     


    

 


(c) Remedy.
Except as provided by the Rules, arbitration shall be the sole, exclusive and final remedy for any dispute between Executive and
the Company. Accordingly, except as provided for by the Rules, neither Executive nor the Company will be permitted to pursue court
action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard
or refuse to enforce any lawful Company policy, and the arbitrator shall not order or require the Company to adopt a policy not
otherwise required by law which the Company has not adopted.


 


(d) Availability
of Injunctive Relief. In addition to the right under the Rules to petition the court for provisional relief, Executive agrees
that any party may also petition the court for injunctive relief where either party alleges or claims a violation of this Agreement
or the Employee Agreement or any other agreement regarding trade secrets, confidential information, non-competition, non-solicitation
or non-disparagement. In the event either party seeks injunctive relief, the prevailing party shall be entitled to recover reasonable
costs and attorneys' fees.


 


(e) Administrative
Relief. Executive understands that this Agreement does not prohibit Executive from pursuing an administrative claim with a
local, state or federal administrative body such as the Washington State Human Rights Commission, Equal Employment Opportunity
Commission or the workers' compensation board. This Agreement does, however, preclude Executive from pursuing court action regarding
any such claim.


 


15. Voluntary Nature of Agreement.
Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence
by the Company or any other person. Executive further acknowledges and agrees that Executive has carefully read this Agreement
and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this
Agreement and fully understand it, including that Executive is waiving Executive's right to a jury trial. Finally, Executive agrees
that Executive has been provided an opportunity to seek the advice of an attorney of Executive's choice before signing this Agreement.


 


16. Integration. This Agreement,
any stock option agreements between the Company
and Executive and the Employee Agreement represent the entire agreement and understanding
between the parties as to the subject matter herein and
supersede all prior or contemporaneous agreements whether written or oral,
including but not limited to the offer letter agreement with the Company dated July
1, 2019. No waiver,
alteration, or modification
of any of the provisions of this Agreement will
be binding unless in writing and signed by duly authorized representatives of the parties hereto.



 


17. Tax Withholding.
All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.


 


18. Governing Law.
This Agreement will be governed by the laws of the
State of California, without
giving effect to principles of conflict of
laws.


 



     


     


    




 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the day and year first above written,


 


COMPANY:


 


ESSA PHARMACEUTICALS CORP.





 


 


By: David R. Parkinson


Title: President and Chief Executive Officer


 





 


 


 


EXECUTIVE:


 


 


Print Name: Alessandra Cesano


Title: Chief Medical Officer