Exhibit 10.1

THIRD AMENDMENT TO

CONSULTANCY AGREEMENT

This Third Amendment to Consultancy Agreement (this “Amendment”), dated December 28, 2022 (the “Effective Date”), amends that certain Consultancy Agreement dated February 22, 2021¹, amended by the First Amendment to Consultancy Agreement dated March 31, 2021 and effective as of December 1, 2020²  and the Second Amendment to Consultancy Agreement dated April 27, 2022³ (as amended to date, the “Consultancy Agreement”), by and between 180 Life Sciences Corp., a Delaware corporation (the “Company” or “180 LS”), Prof Jagdeep Nanchahal (the “Consultant”), and CannBioRex Pharma Limited, a subsidiary of the Company (“CannBioRex UK”). Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Consultancy Agreement. The Company and CannBioRex UK together shall also be referred to as the “Group Company.”

WHEREAS, the Group Company and the Consultant desire to enter into this Amendment to amend the Consultancy Agreement on the terms and subject to the conditions set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof, the parties hereto agree as follows:

1. Amendments to Consultancy Agreement. Unless expressly set out below, the clauses of the Consultancy Agreement not listed below will remain unaffected. The following amended clauses will be effective as of the Effective Date:

2. Effect of Amendment. Upon the effectiveness of this Amendment, each reference in the Consultancy Agreement to “Consultancy Agreement”, “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Consultancy Agreement, as applicable, as modified and amended hereby.

3. Consultancy Agreement to Continue in Full Force and Effect. Except as specifically modified or amended herein, the Consultancy Agreement and the terms and conditions thereof shall remain in full force and effect.

4. Entire Agreement. This Amendment sets forth all of the promises, agreements, conditions, understandings, warranties, and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the parties, whether written, oral or otherwise.

5. Counterparts and Signatures. This Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written to be effective as of the Effective Date.

COMPANY

CONSULTANT

CANNBIOREX PHARMACEUTICALS LTD.

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Third Amendment to Consultancy Agreement