LICENCE AGREEMENT FOR ALCOHOL USE DISORDER AND SUBSTANCE USE DISORDER This Agreement ( Agreement ) is effective as of this 3 rd day of September 2024, ( Effective Date ) between PSYENCE UK GROUP LTD , a private company i

ALCOHOL USE DISORDER

AND SUBSTANCE USE DISORDER

Agreement ("Agreement") is effective as of this 3rd day of September 2024, ("Effective

Date") between PSYENCE UK GROUP LTD, a private company incorporated in England and Wales under company registration number

13986347 ("PSYUK") and PSYENCE BIOMEDICAL LTD, a publicly listed company incorporated in the Province of Ontario,

Canada with Ontario corporation number 1000582144 ("PBM"). PSYUK and PBM may be referred to herein singularly as a "party"

and collectively as the "parties".

of Use" and collectively the "Fields of Use").

CONSIDERATION of the premises and mutual covenants contained herein and for other good and valuable consideration, THE PARTIES

HERETO AGREE AS FOLLOWS:

In this Agreement, the

following terms shall have the respective meanings set out below and grammatical variations of such terms shall have the corresponding

of the Fields of Use in accordance with Applicable Laws ("Licenses").

the "Development Milestones").

For the purpose of this

paragraph, disclosures made of Confidential Information that are specific in nature shall not be deemed within the foregoing exceptions

merely because they are embraced by more general information available to the public or in the possession of the recipient.

in no case shall any exclusivity persists after the expiry of the Term.

PSYUK gives no warranty,

express or implied, as to the fitness of the Licensed IP for the Trials or Commercialization other than that:

ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, NEITHER PARTY, NOR ITS

DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES WILL BE LIABLE TO THE OTHER

PARTY FOR INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING

LOST PROFITS, LOST OR DIMINISHED PRODUCTION, BUSINESS INTERRUPTION OR CLAIMS OF CUSTOMERS OR OTHER THIRD PARTIES, REGARDLESS OF WHETHER

THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OR WHETHER BASED UPON A CLAIM OR ACTION OF

CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OTHER TORT, OR OTHERWISE.

that the amount of the PSYUK's indemnification obligations under Section 13.1(b)(ii) shall be limited to the aggregate

amount of payments made to PSYUK by PBM under this Agreement.

Address: 23 NOEL STREET,

LONDON, ENGLAND W1F 8GT

ATT: Christopher Bull

Address: 121 Richmond

Street West, Penthouse Suite 1300, Toronto, Ontario, M5H 2K1

neil@psyencebiomed.com, copying taryn@psyencebiomed.com

ATT: Neil Maresky, copying

The parties have caused this Agreement

to be executed as of the Effective Date.