[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Exhibit 10.14

COLLABORATIVE RESEARCH AGREEMENT

WHEREAS:

It is UBC’s objective to generate research in a manner consistent with UBC’s status as a non- profit, tax exempt educational institution;

The Parties entered into a Collaborative Research Agreement effective May 22, 2015 relating to research regarding the metabolic engineering of yeast and bacteria for synthesis of cannabinoids and cannabis-derived terpenoids undertaken by the Investigator (as defined below) and subsequently entered into a Technology Assignment Agreement (as defined below) which assigns to the Sponsor certain rights to the Technology and Improvements (both as defined below) arising from the Sponsored Research (as defined below); and

The research program contemplated by this Agreement is a continuation of the Sponsored Research, and is of mutual interest and benefit to UBC and to the Sponsor, will further the instructional and research objectives of UBC in a manner consistent with its status as a non-profit, tax-exempt, educational institution, and may derive benefits for both the Sponsor and UBC through inventions, improvements and discoveries.

THE PARTIES AGREE AS FOLLOWS:

or

except that “Confidential Information” does not include information:

The Sponsor may make payments by wire transfer to:

xxXXxxxxxxxxxxxxxxxxxx

XxxxxxxxxxXXXXXXxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxx

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

UBC reserves the right to suspend work on the Project or to terminate the Project and this Agreement by delivering written notice of same to the Sponsor if the Sponsor fails to pay any invoiced amount within 30 calendar days from the due date.

The Sponsor will pay interest on all amounts owing to UBC but not paid on the due date, at the rate of 12.68% per annum, calculated annually not in advance. The interest accrues on the balance of unpaid amounts from time to time outstanding, from the date on which portions of the amounts become due and owing until payment in full.

Any notice personally delivered is deemed to have been received at the time of delivery. Any notice mailed in accordance with this Article 16.1 is deemed to have been received at the end of the fifth business day after it is posted.

SIGNATURE PAGE FOLLOWS

SIGNED BY THE PARTIES AS AN AGREEMENT effective as of the date on which the last of the Parties executes this Agreement.

	SIGNED FOR AND ON BEHALF of
	THE UNIVERSITY OF BRITISH COLUMBIA
	by its duly authorized signatory:
	/s/ Mario kasapi		Mario Kasapi 2018.05.11 13:32:05 -07'00'
	Name:
	Title:
	Date:
	/s/ J.P. Heale		Dr. J.P. Heale 2018.05.14 08:15:51 -07'00'
	Name:	Dr. J.P. Heale
	Title:	Managing Director, UILO
	Date:
	SIGNED FOR AND ON BEHALF of
	INMED PHARMACEUTICALS INC.
	by its duly authorized signatory:
	/s/ Eric A. Adams
	Name:	/s/ Eric A. Adams
	Title:	CEO and President
	Date:	15 May 2018
	I have read and understood the foregoing Agreement and understand my responsibilities as the Investigator. I further confirm that I will not commence the performance of the Project until UBC receives the first payment from the Sponsor.
		/s/ Vikramaditya G. Yadav
	Name:	Dr. Vikramaditya G. Yadav
	Title:
	Date:

SCHEDULE “A”

RESEARCH PROPOSAL
AND BUDGET

Proposal: see attached PDF

Budget:

MICROBIAL METABOLIC ENGINEERING FOR CANNABINOID BIOSYNTHESIS

[*] 

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

SCHEDULE “B”

TECHNOLOGY ASSIGNMENT AGREEMENT

The Technology Assignment Agreement is attached hereto.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

UBC File No. 18-0114

TECHNOLOGY ASSIGNMENT AGREEMENT

THIS AGREEMENT is made as of the 31st day of May 2017 (the “Effective Date”)

BETWEEN:

THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia with offices at #103-6190 Agronomy Road, Vancouver, British Columbia, V6T 1Z3

(“UBC')

AND:

INMED PHARMACEUTICALS INC., a corporation incorporated under the laws of British Columbia, with a registered office at 350- 409 Granville St., Vancouver, BC, V6C 1T2

(the "Assignee")

WHEREAS:

A.        UBC has been engaged in research sponsored by the Assignee during the course of which it has invented, developed and/or acquired certain technology relating to the metabolic engineering of yeast and bacteria for synthesis of cannabinoids and cannabis-derived terpenoids, which research was undertaken by Prof. Vikramaditya Yadav (the "Investigator") in the UBC Department of Chemical & Biological Engineering whether prior to, during or after the Contract Period set out in the Collaborative Research Agreement dated May 22, 2015 (collectively, “Sponsored Research’’);

B.        It is UBC's objective to exploit its technology for the public benefit, and to generate further research in a manner consistent with its status as a non-profit, tax exempt educational institution; and

C.       UBC and the Assignee have agreed to an assignment of UBC’s right, title, and interest in the Technology and Improvements (as defined below) from UBC to the Assignee on the terms and conditions set out in this Agreement.

THE PARTIES AGREE AS FOLLOWS:

1.0       Definitions:

1.1       In this Agreement:

directly relating to the Technology and within the Field;

received by the Assignee from any licensee or assignee relating to the Assignee’s rights in the Technology, Improvements or any Products, less reimbursement of research and development costs and patent costs.

For clarity, Licensing Revenue shall not include:

all of which will be deemed added, from time to time, to Schedule "A";

For clarity, Sales Revenue shall not include any equity investment made by a third party to purchase shares of the Assignee;

(ii)       a claim of an issued, unexpired patent,

that has not been:

2.0       Assignment of the Technology and Improvements:

2.1       Subject to the terms and conditions of this Agreement, UBC agrees to transfer, sell and assign on the Closing Date to the Assignee all of UBC's right, title and interest in and to the Technology.

2.2       Subject to the terms and conditions of this Agreement, UBC agrees to transfer sell and assign to the Assignee all of UBC’s right, title, and interest in and to any Improvements.

2.3       Notwithstanding Articles 2.1 or 2.2 above, the Assignee hereby:

The rights granted to UBC pursuant to this Article 2.3 shall be irrevocable, royalty-free and perpetual.

3.0       Payment to UBC for Assignment:

3.1       In consideration for the assignment of the Technology and any Improvements to the Assignee, the Assignee will pay to UBC, on a calendar quarterly basis, a royalty of [*]% of all Sales Revenues and a royalty of [*]% of all Licensing Revenues.

3.2       Royalties shall be payable on sales of Products in each country until the expiration of the last Valid Claim under the Patents or the Improvements Patents applicable to such Product in that country. For greater clarity it is confirmed that if a Product is covered by a Valid Claim in the country of manufacture, then the royalty rate set out in Article 3.1 is applicable to the Sales Revenues received from the sale or use of the Product in all countries to which such Product is exported regardless of whether the Product is covered by a Valid Claim in the country of use or sale.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

3.3       The calculation of sales of Products shall be adjusted for combination products and generic competition. If the Assignee obtains a license under any third party patent rights which in the Assignee’s reasonable judgement is desirable or necessary to develop or commercialize the Product, then the Assignee may deduct from the royalties payable under Article 3.1 an amount equal to 50% of the royalty payments payable to such third party on a country by country basis for the applicable calendar quarter. If a generic equivalent of a Product is launched in a country, the royalties payable in such country shall be reduced by 50%. In no situation will the calculations made under this Article 3.3 reduce the royalties payable to UBC under Article 3.1 by more than 50% in any country.

3.4       The royalty is due and payable within 30 days after each respective Royalty Due Date and is to be calculated with respect to the Sales Revenue and Licensing Revenue in the 3-month period immediately before the applicable Royalty Due Date.

3.5       All royalties paid by the Assignee to UBC under this Agreement will be in Canadian dollars without any reduction or deduction of any nature or kind at all. If the Assignee receives any Sales Revenue or Licensing Revenue in a currency other than Canadian dollars, the currency will be converted to the equivalent in Canadian dollars on the date that any amount is payable to UBC, at the rate of exchange set by the Bank of Montreal for buying Canadian dollars with such currency. The amount of Canadian dollars resulting from the conversion is to be included in Sales Revenue or Licensing Revenue.

3.6       Products are deemed to have been sold by the Assignee and included in the Sales Revenue when invoiced, delivered, shipped,, or paid for, whichever is the first.

3.7       Any transaction, disposition, or other dealing involving all or part of the Technology or any Improvements or Products, between the Assignee and another person (other than the Assignee’s Affiliates) that is not made at fair market value is deemed to have been made at fair market value, and the fair market value of the transaction, disposition, or other dealing will be added to and deemed part of the Sales Revenue, and will be included in the calculation of royalties under this Agreement. Notwithstanding the foregoing, Sales Revenue shall not include and no royalties will be payable on Products used for research and development of the Products or the Technology or any Improvements for which the Assignee does not receive consideration, such as but not limited to dispositions for clinical trials, marketing, research use and compassionate use or for other similar uses.

3.8       No royalties shall be payable on Licensing Revenue paid to the Assignee by its Affiliates, but royalties shall be payable on the Licensing Revenue of the Assignee’s Affiliates from a third party.

4.0       Disclaimer of Warranty:

4.1       UBC makes no representations, conditions or warranties, either express or

implied, regarding the Technology or any Improvements. Without limitation, UBC specifically disclaims any implied warranty, condition or representation that the Technology or any Improvements:

(a)       corresponds with a particular description;

(b)       is of merchantable quality;

(c)       is fit for a particular purpose; or

4.2       UBC is not liable for any loss, whether direct, consequential, incidental or special, which the Assignee or other third parties suffer arising from any defect, error or fault of the Technology or any Improvements, or its failure to perform, even if UBC is aware of the possibility of the defect, error, fault or failure. The Assignee acknowledges that it has been advised by UBC to undertake its own due diligence regarding the Technology or any Improvements.

4.3       Nothing in this Agreement:

5.0       Patents:

5.1       The Assignee will manage the patent portfolio of the Patents and any

Improvement Patents and may identify any patentable Improvement and the Assignee shall take reasonable steps to apply for an Improvement Patent. The Assignee shall pay all costs of applying for, registering and maintaining the Patents and Improvement Patents. UBC will on request and without payment, do such further acts and execute and deliver to the Assignee such assignments, applications and documents as the Assignee or its counsel may reasonably request or deem necessary and desirable to:

6.0       Indemnity and Limitation of Liability:

6.1       The Assignee indemnifies, holds harmless and defends UBC and its Board of Governors, officers, employees, faculty, students, invitees and agents against any and all claims (including all associated legal fees and disbursements actually incurred) arising out of the use, or exercise, of any rights with respect to the Technology or any Improvements by the Assignee, including without limitation agaihst any damages or losses, consequential or otherwise, arising in any manner at all from or out of the use of the Technology or any Improvements by the Assignee or its customers, licensees, sublicensees, agents, collaborators, Affiliates or their customers or end users.

6.2       The Assignee acknowledges and agrees that:

7.0       Assignee’s Warrantees:

7.1       In order to induce UBC to enter into this Agreement, the Assignee hereby represents and warrants to UBC that:

8.0       Accounting Records, Reports & Notices:

8.1       All reports and notices or other documents that a party is required or may want to deliver to the other party will be delivered in writing either by personal delivery or by registered or certified mail at the address for the receiving party set out on page one of this Agreement or as varied by any notice. Any notice personally delivered shall be deemed to have been received at the time of delivery. Any notice mailed in accordance with this Article shall be deemed to have been received at the end of the fifth day after it is posted.

8.2       The Assignee will maintain at its principal place of business, or another place as may be most convenient, separate accounts and records of all Sales Revenues and all business done by the Assignee in connection with the Technology, Improvements and Products. The accounts and records will be in sufficient detail to enable proper returns to be made under this Agreement and the Assignee will cause its licensees, transferees and assignees to keep similar accounts and records.

8.3       The Assignee will complete and deliver to UBC on or before each and every Royalty Due Date a report in a form sufficient to verify accurately and completely the Sales Revenue, together with a calculation of the royalty payable under this Agreement (a "Payment Report”). Each Payment Report will include, without limitation:

and be signed by a senior officer of the Assignee to verify the accuracy and completeness of the information contained in the Payment Report.

8.4       The calculation of all payments due to UBC under this Agreement will be carried out in accordance with generally accepted Canadian accounting principles applied on a consistent basis.

8.5       The Assignee will retain the accounts and records referred to in this Article 8 for at least six (6) years from when they were made and will permit any duly authorized representative of UBC to inspect, at UBC's expense, the accounts and records during the Assignee’s normal business hours. The Assignee will provide to the representative all reasonable evidence necessary to verify the accounts and records and will allow copies to be made of the accounts, records and agreements. If an inspection of the Assignee’s records by UBC shows an under-reporting or underpayment by the Assignee of any amount to UBC by more than 5% for any 12 month period, then the Assignee will reimburse UBC for the cost of the inspection as well as pay to ubq any amount found due (including any Interest) within 30 days of notice by UBC to the Assignee.

8.6       UBC agrees that the information set forth in the Payment Reports and the accounts and records subject to inspection under Section 8.5 shall be subject to the obligations of confidentiality set out in Article 9 and shall be maintained in confidence by UBC and its representatives, shall not be used for any purpose other than verification of the Assignee’s performance hereunder, and shall not be disclosed to any other person except for purposes of enforcing this Agreement.

9.0       Confidentiality

9.1       The Assignee's Confidential Information shall be received and used by UBC solely in furtherance of the purposes set forth in this Agreement subject to the terms and conditions set forth in this Article 9.

9.2       UBC shall keep and use all of the Assignee’s Confidential Information in confidence and will not, without the Assignee's prior written consent, disclose any of the Assignee’s Confidential Information to any person or entity, except those of UBC's officers, employees, faculty, students, consultants and professional advisors who require such Confidential Information in performing their obligations under this Agreement.

9.3       UBC shall not use, either directly or indirectly, any of the Assignee’s Confidential Information for any purpose other than as contemplated herein without the Assignee’s prior written consent.

9.4       If UBC is required by judicial or administrative process to disclose any or all of the Assignee's Confidential Information, UBC shall promptly notify the Assignee and, when available allow the Assignee reasonable time to oppose such process before disclosing any such Confidential Information.

9.5       Notwithstanding any termination or expiration of this Agreement, the obligations created in this Article 9 shall survive and be binding upon UBC and its successors and assigns.

10.0       Further Assignment:

10.1       The Assignee will not assign this Agreement, or sell, transfer or assign, or license on a royalty-free basis for a prepaid amount, the Technology and/or any Improvements or any part thereof (each, a ‘Transfer") to any other party (a “Third Party”) without the prior written consent of UBC, which consent will not be unreasonably withheld or delayed by UBC, and provided that UBC will grant such consent if:

Notwithstanding the foregoing, UBC agrees that the Assignee shall have the right to sell, transfer or assign, or license on a royalty-free basis for a prepaid amount, the Technology and/or any Improvements or any part thereof to an Affiliate, provided that such Affiliate shall accept an assignment and assumption of this Agreement, and assume and adopt as its own obligations the covenants and obligations of the Assignee under this Agreement.

11.0       General:

11.1       This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia.

11.2       The Assignee will pay all taxes and any related interest or penalty howsoever designated and imposed as a result of the existence or operation of this Agreement. All amounts and consideration specified as payable by the Assignee to UBC in this Agreement are exclusive of taxes. If UBC is required to collect a tax to be paid by the Assignee, the Assignee will pay such tax to UBC on demand.

11.3       Nothing contained in this Agreement is to be deemed or construed to create between the parties a partnership or joint venture. Neither party has the authority to act on behalf of any other party, or to commit the other party in any manner at all or cause the other party's name to be used in any way not specifically authorized by this Agreement.

11.4       Subject to the limitations in this Agreement, this Agreement operates for the benefit of and is binding on the parties and their respective successors and permitted assigns.

11.5       No condoning, excusing or overlooking by any party of any default, breach or non-observance by any other party at any time or times regarding any terms of this Agreement operates as a waiver of that party's rights under this Agreement. A waiver of any term, or right under, this Agreement will be in writing signed by the party entitled to the benefit of that term or right, and is effective only to the extent set out in the written waiver.

11.6       No exercise of a specific right or remedy by any party precludes it from or prejudices it in exercising another right or pursuing another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity.

11.7       All terms which require performance by the parties after the expiry or termination of this Agreement, will remain in force despite this Agreement's expiry or termination for any reason.

11.8       Part or all of any Article that is indefinite, invalid, illegal or otherwise voidable or unenforceable may be severed and the balance of this Agreement will continue in full force and effect.

11.9       This Agreement sets out the entire understanding between the parties and no changes are binding unless signed in writing by the parties to this Agreement.

11.10       Time is of the essence of this Agreement.

11.11        This Agreement may be executed in any number of counterparts (either originally or by facsimile), each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument,

           IN WITNESS WHEREOF the parties have executed this Agreement as of the Effective Date.

-13-

SCHEDULE “A"

DESCRIPTION OF THE TECHNOLOGY AND MATERIALS

The "Technology” shall include:

1.       the following patent application:

2.       all work product arising prior to the Effective Date from the Sponsored Research created or developed by Dr. Vikramaditya G. Yadav, Dr. Protiva Roy, Dr. Sandip V. Pawar. Dr. Sarvesh Kumar, Daniel Korvin and any UBC employees working in the UBC laboratory of Dr. Vikramaditya G. Yadav, whether alone or with others, including Dr. Sazzad Hossain, whether prior to, during or after the Contract Period set out in the Collaborative Research Agreement between UBC and the Assignee dated May 22, 2015 (including intellectual property classified as UBC Intellectual Property or Joint Intellectual Property under the Collaborative Research Agreement) relating to or having application to the metabolic engineering of yeast and bacteria for synthesis of cannabinoids and cannabis-derived terpenoids, including, without limitation:

AMENDMENT NO. 1

TO TECHNOLOGY ASSIGNMENT AGREEMENT

THIS AMENDMENT AGREEMENT dated for reference as of the 31^s' day of May, 2017 (the "Effective Date”)

BETWEEN:

THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia with offices at #103-6190 Agronomy Road, Vancouver, British Columbia,

V6T 1Z3

("UBC")

AND:

INMED PHARMACEUTICALS INC., a corporation incorporated under the laws of British Columbia, with a registered office at #350-409 Granville St., Vancouver, BC, V6C 1T2

(the "Assignee")

WHEREAS:

A.       UBC and the Assignee have entered into a Technology Assignment Agreement dated May 31, 2017, referenced as UBC File No. 18-0014 (the "Assignment Agreement”); and

B.       UBC and the Assignee desire to amend the Assignment Agreement on the terms and conditions set out in this Amendment Agreement;

NOW THEREFORE the parties hereby agree as follows:

1.       Definitions

Capitalized words and expressions used in this Amendment Agreement (including the recitals to this Agreement) that are defined in the Assignment Agreement and not otherwise defined in this Amendment Agreement shall have the meanings given to them in the Assignment Agreement.

2.       Amendment to Definition of “Improvements”

The Assignment Agreement is hereby amended as of the Effective Date by deleting Section 1.1(d) and substituting therefor the following:

“(d) "Improvements" means improvements, variations, updates, modifications, and enhancements made and/or acquired at any time after the Effective Date by:

directly relating to the Technology and within the Field;”

-2-

3.       Other Terms Unchanged

Except as expressly amended hereby, all other terms and conditions of the Assignment Agreement remain unchanged and in full force and effect.

4.       General Provisions

IN WITNESS WHEREOF the parties have executed this Amendment Agreement as of the Effective Date.