Exhibit
10.2


 





	Dated	 	2020


 


 


 


 


 


(1)
PASITHEA THERAPEUTICS LIMITED


 


(2) PORTMAN HEALTH LTD


 


 


 


 


 





 



 


 


Collaboration
Agreement


 


In
relation to a Pasithea clinic at


 


Zen
Baker Street Clin ic, 3d Baker Street, London WlU SEO


 


 





 



 


 


 


 


 








 


11
Harwood Road, Fulham, London,SW6 4QP 

DX 161362 Chelsea 4


 


 


 


 


 






     


     


    

 


	This agreement is dated	2020


 


Parties


 


		(1)	PASITHEA
                                         THERAPEUTICS LIMITED incorporated andregistered in England and Wales with company number
                                         12621714 whose registered office is at 73 Cornhill, London EC3V 3QQ
(Pasithea)



 








		(2)	PORTMAN
                                         HEALTH LTD incorporated and registered in England and Wales with company number 11077807
                                         whose registered office is at 3d Baker Street, London W1U 8ED (Portman)



 


BACKGROUND


 


		(A)	Pasithea
                                         has developed a branded booking system for patients interested in ketamine infusion treatment
                                         (the Treatments).



 


		(B)	Portman
operates a health clinic at 3d Baker Street, London W1U 8ED known as Zen Baker Street Clinic (the Clinic).



 


		(C)	Pasithea
                                         and Portman have agreed to collaborate on the provision of the Treatments at the Clinic
                                         on the terms of this agreement.



 


Agreed
terms


 


		1.	Interpretation



 


		1.1.	The
definitions and rules of interpretation in this clause apply in this agreement.



 


Business
Day means a day other than a Saturday, Sunday or bank or other public holiday in England;


 


Clinic
means Zen Baker Street Clinic, 3d Baker Street, London W1U 8ED


 


CQC
means the Quality Care Commission


 


Group
Company means in relation to either Party, any of such Party’s Subsidiaries or Holding Companies from time to time, or any
Subsidiary from time to time of any such Holding Company, and Group Companies shall be construed accordingly;


 


Intellectual
Property Rights means all rights available for the protection of any discovery, invention, name, design, process or works
in which copyright subsists and all patents, copyrights, registered designs, design rights, trade marks, service marks, trade
secrets, other unpublished information and other forms of protection from time to time subsisting in relation to the same,
including the right to apply for any such protection;


 






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Key
Employee means any person who immediatelyprior to termination of this Agreement worked on the Project and was a management
level employee of either Party, or who was in a position from which he or she had access to confidential information of that Party
to a material extent (other than employeeswith purely clerical or secretarial roles);


 


LCIA
means the London Court of International Arbitration;


 


LCIA
Rules means the rules of the LCIA;


 


Party
means either Pasithea or Portman, together the ‘Parties’;


 


Project
means the collaboration between the Parties described in Clause 2.1;


 





Subs
idiary and Holding Company in relation to a company means, respectively, ’subsidiary’ and ‘holding company’ as defined in
section 1159 Companies Act 2006.


 


Treatments
means ketamine infusion treatments and any other treatments agreed by the parties from time to time


 


Website
means the website and online booking system referred to at clause 4.1(b)


 


		1.2.	Clause
and paragraph headings shall not affect the interpretation of this agreement.



 


		1.3.	References
to clauses are to the clauses of this agreement and references to paragraphs are to paragraphs of the Schedule.



 


		1.4.	A
person includes a natural person, corporate or unincorporatedbody (whether or not having separate legal personality) [and
that person’s personal representatives, successors and permitted assigns].



 


		1.5.	A
reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated
or established.



 


		1.6.	Unless
the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.



 


		1.7.	Unless
the context otherwise requires, a reference to one gender shall include a reference to the othergenders.



 


		1.8.	A
reference to any party shall include that party’s personal representatives, successors and permitted assigns.



 






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		1.9.	A
reference to writing or written includes fax and email.



 


		1.10.	Any
obligation on a party not to do something includes an obligation not to allow that thing to be done.



 


		1.11.	Any
words following the terms including, include, in particular, for example  or any similar expression shall be construed
as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.



 


		1.12.	Any
reference to this agreement terminating shall, where the context requires, include a reference to this agreementterminating by
expiry.



 


		2.	Purpose
of collaboration



 


		2.1.	The
Parties agree to collaborate with each other in relation to the prov1s1on of the Treatments
at the Clinic on the terms and conditions set out in this Agreement:



 


		3.	Commencement
and duration



 


		3.1.	This
agreement shall commence on the date when it has been signed by both parties.



 


		3.2.	Unless
terminated earlier in accordance with clause 15 (Termination) or this clause, this agreement shall continue for 5 years (Initial
Term) and shall automatically extend for 5 years (ExtendedTerm) at the end of the Initial Term and at the end of each
Extended Term.



 


		4.	Pasithea’s
obligations



 


		4.1.	Pasithea
shall:



 


		(a)	Apply
for and maintain a CQC licence for the provision of the Treatments at the Clinic;



 


		(b)	Market
the Treatments;



 


		(c)	Arrange
                                         and pay for the fit-out of the consulting room at the Clinic, to a specification to be
                                         agreed between the parties;



 


		(d)	Develop
                                         operate and maintain a website for the Treatments to include online booking and payment
                                         for the Treatments (the Website);



 


		(e)	make
bookings for and take payment from patients through the Website;



 


		(f)	provide
                                         suitably licensed and qualified staff and all pharmaceuticals and equipment necessary
                                         for the assessment of patients and provision of the Treatments



 






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		(g)	Assess
patients for their suitability for the Treatments, and if appropriate;



 


		(h)	Administer
the Treatments to patients at the Clinic.





 


		5.	Portman’s
obligations



 


		5.1.	Portman
shall:



 


		(a)	Provide
consulting and treatment rooms at the Clinic



 


		(b)	Provide
all pharmaceuticals and equipment necessary for the assessment of patients and provision of the Treatments.



 


		6.	Apportionment
of revenue



 


		6.1.	All
revenue which results from the provision of the Treatments (whether or not the patients were introduced by Pasithea) shall be
split in the following proportions:



 


		(a)	Portman:
70%



 


		(b)	Pasithea:
30%



 


		6.2.	Pasithea
shall not be entitled to any proportion of fees paid by patients introduced by Pasitheafor treatments other than the Treatments.



 


		6.3.	Each
Party shall bear its own costs of or in connection with the preparation and execution of this Agreement.



 


		7.	Parties’
responsibilities



 


		7.1.	Each
party shall in relation to its obligations under this Agreement:



 


		(a)	use
reasonable care and skill in performing such obligations; (b)comply with good industry practice;



 


		(c)	comply
with all laws applicable to it; and



 


		(d)	obtain
and maintain consents, licences and permissions (statutory, regulatory, contractual or otherwise) that are necessary to enable
it to comply with such obligations.



 


		7.2.	Each
party shall ensure that any employees or agents it uses in performing its obligations are suitably qualified, licenced and experienced.



 


		7.3.	To
enable the parties to maximise the benefits of their collaboration, each party shall:



 


		(a)	engage
the other in planning discussions in relation to the Project from time to time;



 






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		(b)	keep
the other party informed about its own progress in relation to the Project; and



 


		(c)	facilitate
                                         regular discussions between appropriate members of its personnel and those of the other
                                         party in relation to each Project, including in relation to:



 


		(i)	performance
and issues of concern in relation to each Project;



 


		(ii)	new
developments and resource requirements;



 


		(iii)	compliance
with deadlines; and



 


		(iv)	such
other matters as may be agreed between the parties from time to time.



 


		7.4.	Each
party shall:



 


		(a)	supply
to the other party information and assistance reasonably requested by it relating to a Project as is necessary to enable that
other party to perform its own obligations in relation to the Project; and



 


		(b)	review
documentation, including draft specifications or service descriptions or other technical documentation, for use when performing
its obligations in relation to a Project (if any), as soon as reasonably practicable at the request of the other party, and notify
it of any errors or incorrect assumptions made in any such documents so far as it is aware.



 


		8.	Invoicing
and payment



 


		8.1.	Pasithea
shall invoice and take payment from patients for the Treatments in advance of the Treatments being provided



 


		8.2.	Portman
shall invoice Pasithea on a [weekly/monthly]basis for 70% of their share of revenue as set out at clause 6.1



 


		8.3.	A
party shall pay an invoice issued to it in accordance with this agreement within 30 days of the date of receiving the invoice.



 


		8.4.	If
a party fails to make a payment due to the other Party under this agreement by the due date, then, without limiting the other
party’s remedies, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum,
whether before or after judgment.



 


		8.5.	Interest
under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year
for any period when that base rate is below 0%.



 






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		9.	Intellectual
property rights



 


		9.1.	Each
Party shall for the duration of this Agreement and indefinitely thereafter, to the exclusion of the other Party:



 


		(a)	remain
the owner of all Intellectual Property Rights it owns at the date of this Agreement in any materials which it has created, including
without limitation the Intellectual Property Rights described in Schedule 4.



 


		(b)	reserve
all of its rights in or to all Intellectual Property Rights at the date of this Agreement in materials created by a third party
who has been commissioned by such Party, including without limitation the Intellectual Property Rights described in Schedule 4.



 


		9.2.	Subject
and without prejudice to Clause 8.1, Pasithea grants to Portman for the duration of this Agreement a licence and right to use
solely for the purposes of the Project the right to use the name Pasithea in relation to the Treatments.



 


		9.3.	All
Intellectual Property in the Website shall be the property of Pasithea.



 


		10.	Data
protection



 


		10.1.	Subject
to Clause 9.2, each Party consents to the holding and processing both electronically and manually of any data (including sensitive
personal data as defined by the Data Protection Act 2018) which relates to that Party or any Group Company of that Party or any
of its or their staff or clients that the other Party collects in the course of the Project and for compliance with applicable
procedures, laws and regulations. Both Parties consent to the transfer of such personal information to third parties whether or
not outside the European Economic Area for administrative purposes and any other purposes where it is necessary or desirable for
the other Party to do so.



 


		10.2.	Both
Parties agree to:



 


		(a)	take
appropriate technical and organisationalmeasures against the unauthorised or unlawful processing of any data relating to the other
Party or any of its or their staff or clients and against accidental loss or destruction of, or damage to, any such data;



 


		(b)	process
data relating to the other Party or any Group Company of such other Party, or any of its or their staff or clients, only in accordance
with the other Party’s instructions; and



 


		(c)	provide
to the other Party such information regarding compliance with the requirements of this Clause 9 as that Party may from time-to-time
reasonable require to enable it to comply with its data protection obligations.



 






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		11.	Confidentiality



 


		11.1.	Each
Party will keep confidential any information relating to the other Party that is provided or otherwise accessed in the course
of this Agreement or otherwise in relation to the Project. Neither Party shall disclose any information of the other Party without
the consent of that Party, except in order to comply with law or regulation or the order of a court of competent jurisdiction
or as required in connection with legal proceedings relating to or arising out of this Agreement.



 


		11.2.	Subject
to Clause 10.3, the Parties will keep confidential any information about the Project and neither Party shall disclose any information
in relation to the Project without the consent of the other Party.



 


		11.3.	Clause
10.2 shall not prevent the disclosure by either Party of any information:



 


		(a)	relating
to the Project which is reasonably disclosed for the furtherance of the Project, except insofar as that informationrelates to
the other Party, provided that the disclosing party takes all steps that are commercially practicable to preserve the confidentiality
of the information; or



 


		(b)	in
order to comply with law or regulation or the order of a court of competent jurisdiction or as required in connection with legal
proceedings relating to or arising out of this Agreement.



 


		11.4.	The
Parties ’ obligations under this Clause 10 shall continue for the duration of this Agreement and shall survive termination of
this Agreement unless or until the information concerned becomes public knowledge or is otherwise in the public domain through
no fault of the Party bound to keep its confidentiality under this Clause 11.



 


		11.5.	For
the avoidance of doubt, the restrictions in this Agreement shall not apply to any information that was known by or in the possession
of either Party prior to the date of this Agreement.



 


		12.	Restrictive
covenants



 


		12.1.	Each
Party covenants that it will not, save with the prior written consent of the other Party (to be given or withheld at such other
Party’s absolute discretion) for the duration of this Agreement and for 12 months following the termination of this Agreement
solicit or try to solicit the employment or engagement of any Key Employee involved in the Project (whether or not such person
would thereby breach their own contract of employment or engagement).



 


		12.2.	The
covenants in this Clause 12 apply to actions carried out by the Parties in any capacity and whether directly or indirectly, by
or on behalf of that Party, on behalf of any person other than that Party, or jointly by that Party with any other person.



 






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		12.3.	The
restrictions in this Clause 12 are considered by the Parties to be reasonable.



 


		12.4.	The
provisions of this Clause 12 shall be severable and if any provision is held by a court of competent jurisdiction to be invalid,
void or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law.



 


		13.	Insurance



 


During
the term of this agreement and for a period of 6 years thereafter, Portman shall maintain in force, with a reputable insurance
company, professional indemnity insurance in an amount not less than £5M and shall, on the other Pasithea’s request, produce
both the insurance certificate giving details of cover and the receipt for the current year’s premium.


 


		14.	Relationship
between the parties



 


		14.1.	This
Agreement relates only to the purpose set out in Clause 2.



 


		14.2.	No
relationship of agency, joint venture or partnership shall exist or be deemed to exist between the Parties and, except as explicitly
provided herein, no Party shall have the authority to bind the other Party without that other Party’s prior written approval.



 


		15.	Termination



 


		15.1.	Notwithstanding
Clause 3, either Party (the ‘Non-Defaulting Party’) may terminate this Agreement immediately at any time by giving written notice
to the other Party in the event that:



 


		(a)	such
other Party or any of its employees, officers or agents, commits any serious or persistent default or breach of any obligation
under this Agreement which is either not capable of remedy or which, if capable of remedy, has not been remedied within 21 days
of such default or breach having been notified to such other Party;



 


		(b)	such
other Party or any Group Company of such other Party is convicted of a criminaloffence which materially and adversely affects
the Project or the business or reputation of the Non-Defaulting Party;



 


		(c)	such
other Party has committed any act of fraud or dishonesty;



 


		(d)	such
other Party or any Group Company of such other Party has done anything with the intention of bringing the Non-Defaulting Party
or any of its Group Companies into disrepute; or



 






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		(e)	such
other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability
to pay its debts or [(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of
section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear
in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;



 


		(f)	if
the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or
makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole
purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction
of that other party;



 


		(g)	if
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up
of that other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme
for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;



 


		(h)	if
an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to
appoint an administrator is given or if an administrator is appointed, over the other party (being a company);



 


		(i)	if
the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint
or has appointed an administrative receiver;



 


		(U)	if
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets
of the other party;



 


		(k)	if
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has
an effect equivalent or similar to any of the events mentioned in clause (e)15.1(e) to clause 15.1U) (inclusive);



 


		(1)	if
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;



 


		(m)	if
there is a change of control of the other party; or



 


		(n)	if
Portman ceases to be lawfully able to provide the Treatments.



 


		15.2.	Termination
of this Agreement shall not prejudice or affect the rights of either Party against the other regarding any breach of this Agreement
or in respect of any monies payable by one Party to the other for the period prior to termination.



 


		15.3.	As
soon as reasonably practicable after termination of this Agreement, each Party shall deliver up to the other Party or destroy
all materials provided by the other Party, together with any copies which remain in its possession, power or control, unless required
in order to comply with any law or regulation or the order of a court of competent jurisdiction.



 






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		15.4.	Any
termination under this Clause 13 shall be without prejudice to the provisions of this Agreement which are expressed to have effect
notwithstanding that termination, and to any claims under this Agreement which either Party may have against the other and which
subsist immediately prior to that termination.



 


		16.	Notices



 


		16.1.	Any
notice or communication to a Party under this Agreement shall be in writing and shall be delivered either:



 


		(a)	by
hand, first class post or courier to the address set out in this Agreement; or



 


		(b)	by
email to the email address of such party set out below:



 


		(i)	Pasithea
- craig@bonsaicap.com



 


		(ii)	Portman
- yassine@zenhealthcare.co.uk



 


		16.2.	A
notice or communication delivered by hand or by courier is deemed to have been received:



 


		(a)	when
delivered, if delivered before 6pm on a Business Day; or





 


		(b)	on
the first Business Day following delivery, if delivered on or after 6pm on a Business Day or if delivered on a day which is not
a Business Day.



 


		16.3.	A
notice or communication sent by first class post is deemed to have been received on the second Business Day falling after the
day on which it is posted.



 


		16.4.	A
notice or other communicationsent by email is deemed to have been received:



 


		(a)	upon
delivery to the recipient’s server, if transmitted before 6pm on a Business Day without apparent error in the operation of the
sender’s email system; or



 


		(b)	on
the first Business Day following delivery to the recipient’s server, if transmitted on or after 6pm on a Business Day or if transmitted
on a day which is not a Business Day, in either case without apparent error in the operation of the sender’s email system.



 


		17.	Dispute
Resolution



 


		17.1.	Any
dispute relating to this Agreement which cannot be resolvedby negotiation between the Parties within 28 days of either Party having
given notice to the other Party that a dispute has arisen shall be submitted to mediation pursuant to LCIA Rules.



 






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		18.	Assignment
and other dealings



 


		18.1.	Neither
party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all
of its rights and obligations under this agreement without the prior written consent of the other party.



 


		19.	Variation



 


		19.1.	No
variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).



 


		19.2.	Any
variation of this agreement agreed by the parties in accordance with clause- shall be deemed to apply to all future Project Schedules
entered into after the date of such variation, but shall not apply to Project Schedules already in force at that date unless
such variation specifically so provides.



 


		20.	Severance



 


		20.1.	If
any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified
to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision
or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this clause
shall not affect the validity and enforceability of the rest of this agreement.



 


		20.2.	If
one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal
or unenforceable,the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and
enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.



 


		21.	Rights
and remedies



 


 The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.




 


		22.	Counterparts



 


		22.1.	This
agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but
all the counterparts shall together constitute the one agreement.



 


		22.2.	Transmission
of the executed signature page of a counterpart of this agreement by email (in PDF, JPEG or other agreed format) shall take effect
as delivery of an executed counterpart of this agreement. If this method of delivery is adopted, without prejudice to the validity
of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible
thereafter.



 






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		22.3.	No
counterpart shall be effective until each party has executed at least one counterpar.t



 


		23.	Third
party rights



 


		23.1.	This
agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
agreement.



 


		23.2.	The
rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.



 


		24.	Further
assurance



 


Each
party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver
such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.


 


		25.	Costs



 


Each
party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this agreement.


 


		26.	Entire
agreement



 


		26.1.	This
agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements,
arrangements and understandings between them, whether written or oral, relating to its subject matter.



 


		26.2.	Each
party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently)
that is not set out in this agreement. No party shall have any claim for innocent or negligent misrepresentation based on any
statement in this agreement.



 


		27.	Governing
law



 


This
agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual
disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.


 


		28.	Jurisdiction



 


Each
party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim
arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or
claims).


 


This
agreement has been entered into on the date stated at the beginning of it.


 






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	Signed
for and on behalf of	 	/s/ Israel
Maxx Abramowitz
	Pasithea
Therapeutics Limited	 	Israel
Maxx Abramowitz
	 	 	Director



 


 


	Signed
    for and on behalf of	 	/s/
    Dr Yassine Bendiabdallah
	Portman Health Limited	 	 
	 	 	 


 




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