Exhibit 10.6

 

Amendment # 5

 

to the License and Distribution Agreement by and between Bayer Schering Pharma AG (formerly “Bayer AG, Bayer HealthCare, Division Pharma”) and GW Pharma Limited dated May 20, 2003 — hereinafter referred to as “Distribution Agreement” —

 

between                                                   Bayer Schering Pharma AG
 Muellerstrasse 178
 D-13353 Berlin
 Germany
 - hereinafter referred to as “BAYER” -

 

and                                                                           GW Pharma Limited
 Porton Down Science Park
 Salisbury, Wiltshire SP4 0JQ
 - hereinafter referred to as “GW” –

 

WHEREAS, Bayer AG has transferred its Division Pharma to Bayer HealthCare AG following the execution of the Distribution Agreement in 2003;

 

WHEREAS, Bayer HealthCare AG merged with BAYER effective as of December 30, 2008, with BAYER as the universal successor so that BAYER is the new contracting party to the Distribution Agreement;

 

WHEREAS, BAYER and GW have entered into the Distribution Agreement by which BAYER was appointed as GW’s exclusive distributor to sell, offer for sale, market, promote and distribute the Products (as defined in the Distribution Agreement) in the Territory (as defined in the Distribution Agreement);

 

WHEREAS, BAYER and GW intend to amend the Distribution Agreement in respect of the term.

 

NOW, THEREFORE, the PARTIES agree to the following:

 

1.                                      Unless otherwise defined in this Amendment # 5 all words written in capital letters shall bear the meaning as defined in the Distribution Agreement.

 

2.                                      Section 12.1 sentence 1 part 1 of the Distribution Agreement shall be deleted and replaced by the following wording:

 

“This Agreement shall continue until the expiry of fifteen (15) years from the date on which the Marketing Authorisation is granted for the UK Territory (“Initial Term”), ...”.

 

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3.                                      This Amendment # 5 shall form an integral part of the Distribution Agreement and shall be regarded as incorporated into the Distribution Agreement in every respect. All other terms and conditions of the Distribution Agreement shall remain in force unchanged.

 

4.                                      This Amendment # 5 shall take effect upon its execution.

 

5.                                      In all other respects, the terms of the Distribution Agreement shall remain unchanged.

 

This Amendment # 5 has been made in duplicate and signed by the PARTIES hereto.

 

	
Bayer   Schering Pharma AG
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/   Dr. Berthold Hinzen 5/3/2010
    	
 
    	
/s/   i.v. Klaus Deimel 5/3/2010
    
	
Dr. Berthold   Hinzen
    	
 
    	
Klaus   Deimel
    
	
Head   Global Licensing General
    	
 
    	
Head   Business Development Region
    
	
Medicine
    	
 
    	
Europe
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
GW   Pharma Limited
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/   Justin Gover
    	
 
    	
/s/   David Kirk
    
	
Name:
    	
Justin Gover
    	
 
    	
Name:
    	
David   Kirk
    
	
Title:
    	
Managing Director
    	
 
    	
Title:
    	
Finance   Director
    
	
Date:
    	
10 March 2010
    	
 
    	
Date:
    	
10   March 2010
    


 

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