Exhibit 4.55


 


	5 May 2015	


 


Strictly Private & Confidential


 


Julian Gangolli





 


Dear Julian


 


It is with great enthusiasm that we confirm
an offer of employment with GW Pharmaceuticals Inc (the “Company”).


 


Kindly let this letter serve as an outline
of the primary elements of our offer.


 


POSITION PROFILE


Your title will be President,
GW Pharmaceuticals Inc. Your work location will be at the Company’s proposed office in Southern California. You will devote
your best efforts to the performance of your duties at the Company, and you agree not to directly or indirectly engage or participate
in any other employment, occupation or activities which may conflict with the best interests of the Company. This is a full-time
position which is exempt from overtime payments.


 


COMPENSATION


Salary:
Your base salary will be at the annual rate of $400,000 less the amount paid to you by GW Pharmaceuticals plc in the UK in
respect of your role as a UK Board director. Your salary will be paid in accordance with our normal payroll practices and subject
to standard withholdings and deductions. The Remuneration Committee
will review your salary annually, but such review does not necessarily imply an increase. 


 


You
should note that the Company may modify job titles, salaries and benefits from time to time as it deems necessary in accordance
with applicable laws. 


 


EMPLOYEE
BENEFITS


You will be entitled during
your employment with the Company to participate in such employee benefit plans and to receive such other fringe benefits (including
by way of example, life and disability insurance and medical coverage and 401(k) plans) as are maintained from time to time for
salaried employees of the Company, to the extent that your position, tenure, compensation, age, health and other qualifications
make you (and your dependents) eligible to participate. Notwithstanding anything to the contrary herein contained, (i) the Company
does not promise the continuance of any particular plan or program during your employment, (ii) your (and your dependents’)
participation in any such plan or program shall be subject to the provisions, rules, regulations and laws applicable thereto and
(iii) such plans or programs may be amended or terminated at any time by the Company in its sole discretion. See enclosed Discretionary
Benefits Letter.


  


GW Pharmaceuticals Inc.


15 TW Alexander Drive, Suite 213, Research Triangle
park, NC 27709        www.gwpharm.com


Company No. 5426844 registered
in Delaware, US.


 



     


     


    

 


PAID TIME OFF


The Company will offer you
25 days per calendar year of paid vacation, which begin to accrue upon the date you commence work with the Company. You shall also
be entitled to a maximum of 7 paid sick days for illness or injury in any twelve month period, which may also be used for the illness
or injury of family members in accordance with applicable laws. Sick leave is to be taken for illness or injury, and unused sick
time will not be carried over or paid out.


 


Paid Holidays: The
Company recognizes the following paid US holidays: 


	 	·	New Year's Day	 	·	Columbus Day
	 	·	Martin Luther King, Jr. Day	 	·	Veteran’s Day
	 	·	Presidents’ Day	 	·	Thanksgiving Day
	 	·	Memorial Day	 	·	Day after Thanksgiving
	 	·	Independence Day	 	·	Christmas Day
	 	·	Labor Day	 	 	 


 


A recognized holiday that
falls on a Saturday generally will be observed on the preceding Friday, and a recognized holiday that falls on a Sunday generally
will be observed on the following Monday.


 


NO CONFLICTS


By signing below you agree
that there is no lawful reason to prevent you from accepting a position with the Company. We also ask that, if you have not already
done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility
to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any
such agreements will not prevent you from performing the duties of your position and you represent that such is the case. Moreover,
you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting
or other business activity, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly,
you agree not to bring any third party confidential information to the Company, including that of your former employer, and that
in performing your duties for the Company you will not in any way utilize any such information.


 


COMPANY POLICIES


As a Company employee, you
will be expected to abide by the Company’s rules and policies. Company policies may change from time to time, with or without
notice, in accordance with applicable laws.


 


GW Pharmaceuticals Inc.


15 TW Alexander Drive, Suite 213, Research Triangle
park, NC 27709        www.gwpharm.com


Company No. 5426844 registered
in Delaware, US.


 




     


     


    

 


PROPRIETARY INFORMATION/NONDISCLOSURE/NO
SOLICITATION/NO COMPETITION 


As a condition of your employment you will
be required to sign the Company Intellectual Property, Confidentiality and Non-disclosure Agreement enclosed with this offer letter
and incorporated by reference herein.


 


EMPLOYMENT 


The Company is proud of its
record as an equal opportunity employer and of the long-term professional relationships we have enjoyed with so many of our employees.
However, I am obligated to state that employment with the Company is “at will” and may therefore be terminated by the
Company or by you, at any time, with or without cause, with or without notice, and with or without prior counseling or discipline.


 


However, we ask that you
will provide one months’ notice of your intent to resign from your employment with the Company, and the Company will provide
one months’ of notice pay in the event that the Company terminates your employment without notice, unless you and the Company
mutually agree to a longer notice period.


 


Conditions to Employment:
The Company reserves the right to conduct background investigations and/or reference checks, as well as pre-employment
drug testing, on all of its potential and existing employees in accordance with applicable laws. For purposes of federal immigration
law, as a condition of employment you are required to provide to the Company documentary evidence of your identity and eligibility
for employment in the United States.


 


Severability/Construction:
To the extent any provision of this offer letter or application of it to any person, place, or circumstance shall be determined
to be invalid, unlawful or otherwise unenforceable, in whole or in part, the remainder of the offer letter shall remain in full
force and effect, and this Agreement shall be reformed to the extent necessary to carry out its provisions to the greatest extent
possible.


 


LOGISTICS


Finally, if you agree to and accept this offer,
please sign and return this letter along with the attached the Intellectual Property, Confidentiality and Non-disclosure agreement
and the Arbitration agreement as soon as possible. If you should have questions, feel free to contact me. It is a pre-condition
of your employment that you sign and return the enclosed agreements, which you should read carefully.


 


ENTIRE AGREEMENT


This letter, along with any agreements relating
to proprietary rights between you and the Company set forth the terms of your employment with the Company and supersede any prior
representations or agreements including, but not limited to, any representations made during your recruitment, interviews or pre-employment
negotiations, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be
modified or amended except by a written agreement signed by the myself and you.


 


GW Pharmaceuticals Inc.


15 TW Alexander Drive, Suite 213, Research Triangle
park, NC 27709        www.gwpharm.com


Company No. 5426844 registered
in Delaware, US.


 




     


     


    

  


We are excited that you have decided to join
us and we look forward to working with you. We believe that you share our vision for excellence and we look forward to a mutually
prosperous relationship in the future.


 


	Sincerely,	 
	 	 
	/s/ Justin Gover	 
	 	 
	Justin Gover	 
	Chief Executive Officer	 


 


	Agreed to and Accepted By:	Julian Gangolli	Date:  5/5/2015
	 	Julian Gangolli	 


 


GW Pharmaceuticals Inc.


15 TW Alexander Drive, Suite 213, Research Triangle
park, NC 27709        www.gwpharm.com


Company No. 5426844 registered
in Delaware, US.