Full Press Release Details
SOUTHERN STAR RESEARCH PTY LTD (ACN 103
RE: LETTER OF INTENT - APPOINTMENT AS
We, Psyence Australia Pty Ltd (as the "Sponsor"),
a wholly-owned subsidiary of Psyence Biomedical Ltd, wish to appoint you (as the "CRO") (collectively "the Parties")
to provide services to rescue and conduct the active Ph IIb clinical trial evaluating the proprietary botanical drug candidate PEX010,
licensed by Filament Health Corp. to us, for the treatment of Adjustment Disorder in terminal cancer patients (AD) (the "Trial").
Currently, the Parties are engaged in detailed discussions and negotiations regarding a final Work Order and definitive Master Services
Agreement ("Definitive Contract") for the execution of the Trial and related services by you ("Master Services")
as set out in the proposal issued by you dated March 28, 2025 ("Master Proposal"). The Parties intend to negotiate in
good faith to execute the Definitive Contract prior to the expiration of this Letter of Intent ("LOI").
The terms set out in the Master Proposal represent
the salient terms upon which the Definitive Contract shall be negotiated. Your appointment as CRO will be effective upon the conclusion
of the Definitive Contract in accordance with its terms.
Save for the provisions contained herein, the
Start Up Proposal (as defined below) and the non-disclosure agreement dated February 25, 2025 ("NDA"), which shall be
binding on the Parties, no other enforceable legal agreement exists between the Parties until the Definitive Contract has been executed
PSYENCE AUSTRALIA PTY LTD
| Costs and expenses | Save for the Start Up Costs which will be owing to you, each Party will be responsible for their own costs and charges incurred with respect to their duties under this LOI including, without limitation, all costs and charges incurred prior to the date of this LOI. |
| Intellectual Property | Any and all discoveries, inventions, and data, whether or not protected by patent, copyright, trade secret, or otherwise resulting from the Trial or the Start Up Activities, or containing any confidential information of us resulting directly from the Trial or the Start Up Activities, or which is received by you from us or from iNGEN is our exclusive property. This LOI shall in no way be construed as the granting of a license, or other interest to you in any of our intellectual property or proprietary or confidential information. Provisions governing intellectual property and licensing between the Parties shall be dealt with in more detail in the Definitive Contract. |
| Definitive Contract & Termination | This LOI shall terminate in the event that the Parties do not execute a Definitive Contract by May 31, 2025. In the event of termination of this LOI the Parties shall each return to the other any confidential materials which they have received from the other hereunder, with the exception of one copy of such materials which each may maintain under the confidentiality provisions hereof, and in the same manner as they protect all of their other important legal documents, as is reasonably necessary for regulatory, insurance or other legitimate legal purposes. Southern Star Research will not be obliged to provide any services beyond the termination date. Psyence will remain obligated to make payments to Southern Star Research in respect of the Start Up Costs for all Start Up Activities performed and reasonable expenses duly incurred in terms of the Start Up Proposal up to the termination date. |
| Confidentiality | The Parties acknowledge that they have entered into the NDA and that the recipients of Confidential Information (as defined therein) shall maintain the confidentiality of the Confidential Information in accordance with the NDA. The provisions of the NDA shall apply to this LOI, mutatis mutandis . |
| Publication | No rights are granted to any Party to make any publication or disclosure related to the Trial or the existence and content of this LOI to any third party. The foregoing shall not apply to the extent that any such publication or disclosure is required by applicable law or the rules of a securities exchange to which a Party or any of its affiliates are subject. Notwithstanding the above, you agree that we may issue a press release at the conclusion of this LOI in a manner which is customary of publicly listed companies, provided that you will have 24 hours to review the press release and provide any comments thereon prior to publication. |
PSYENCE AUSTRALIA PTY LTD
Upon execution of this LOI by both parties, Psyence
hereby authorizes Southern Star Research to proceed with the Start Up Activities pursuant to the terms and conditions of this LOI, read
with the Start Up Proposal. The Start Up Activities, Start Up Costs and associated fees and expenses are outlined in the Start Up Proposal.
Southern Star Research agrees to indemnify Psyence
from any loss, damage, cost or expense (including reasonable attorneys' fees) ("Loss") to the extent arising from
any third party claim, demand, assessment, action, suit or proceeding ("Claim") directly occurring as a result of:
a) the negligence or willful misconduct of Southern
b) Southern Star Research's breach of this
Psyence agrees to indemnify Southern Star Research
from any Loss to the extent arising from any Claim occurring directly as a result of:
a) the negligence or willful misconduct of Psyence;
b) Psyence's breach of this LOI.
As soon as is reasonably possible on receipt of
notice of any Claim which may give rise to a right of indemnity from the other Party hereto, the indemnified Party shall give written
notice thereof to the indemnifying Party of such claim for indemnity. Such claim for indemnity shall indicate the nature of the claim
and the basis therefore.
Neither Party shall be liable to the other for
any punitive, consequential, incidental, indirect, or special damages (including lost profits or revenue), whether pled in contract, tort,
or any other theory of law.
The liability of the indemnifying party will be
reduced to the extent that the indemnified party contributed to and or caused the Loss.
All amounts paid under this LOI will be credited
against any amounts due from Psyence, under the Definitive Contract (if any) agreed between the Parties covering the full scope of services.
All amounts will be paid in AUD.
Southern Star Research will invoice in advance
for 50% of all Start Up Costs ("Deposit Invoice"). Southern Star Research will then invoice the balance upon completion
of the Start Up Activities, unless agreed otherwise in the Definitive Contract.
Southern Star Research acknowledges and agrees
that the responsibility for the Start Up Activities are being transferred to Southern Star Research. Psyence shall retain responsibility
for all other activities related to the Trial until such time as the Definitive Contract has been concluded and Master Services agreed,
following which Southern Star Research acknowledges and agrees that the responsibility for the Master Services shall be transferred to
Southern Star Research.
PSYENCE AUSTRALIA PTY LTD
The Parties acknowledge and agree that under no
circumstances will clinical trial subjects be screened or be enrolled in the Trial or dosed until the Definitive Contract and Work Order
are fully executed by both Parties.
This LOI contains the entire understanding of
the parties with respect to the subject matter contained herein and can only be modified in writing with the signature of both parties.
It will be superseded in its entirety by the Definitive Contract. If the Definitive Contract between the parties is not executed, the
obligations of both parties under this LOI regarding confidential information shall survive any termination or expiration of this LOI.
If you are in agreement with the points outlined
above, please sign and return this LOI whereupon, it is agreed, this LOI will be effective as of the date of the last signature below.
| Sincerely, | |
| /s/ Neil Maresky | |
| Dr. Neil Maresky | |
| CEO | |
| Psyence Australia Pty Ltd |
| Agreed and Accepted: | |
| SOUTHERN STAR RESEARCH PTY LTD |
| Signature: | /s/David Lloyd | |
| Name: | David Lloyd, Managing Director | |
| Date: |
PSYENCE AUSTRALIA PTY LTD