AMENDMENT NUMBER 2 TO THE SUPPLY AGREEMENT

Exhibit 10.9

***Text Omitted and Filed Separately with the Securities and Exchange Commission.

Confidential Treatment Requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406

AMENDMENT NUMBER 2

TO THE SUPPLY AGREEMENT

between GW PHARMA LIMITED (“GW”) having its registered office at Porton Down Science Park, Salisbury, Wiltshire SP4 OJQ and BAYER HEALTHCARE AG, Division Pharma, having its registered office at Xxxxxxxxx, 00000 Xxxxxxxxxx, Xxxxxxx (“Bayer”)

WHEREAS, Bayer and GW executed a Supply Agreement as of the 20th day of May 2003, as amended for Canada by Amendment Number 1 to the Supply Agreement and by Amendment Number 3 to the License and Distribution Agreement;

WHEREAS, Bayer and GW wish to amend the sales forecast for the UK Territory.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Appendix 1, Part A shall be replaced by Appendix 1, Part A, as attached to this Amendment.

2. This Amendment shall be executed in two counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Amendment, but all counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the Parties, through their authorised officers, have executed this Agreement as of the date first written above.

Signed for and on behalf of		Signed for and on behalf of
BAYER HEALTHCARE AG		GW PHARMA LIMITED
Leverkusen, May 9, 2005		Salisbury, May 10, 2005
/s/ ppa. Xx. Xxxxx Xxxxxxxxx		/s/ Xxxxxx Xxxxx
Xx. Xxxxx Xxxxxxxxx Head of International Cooperations and Licensing Europe		Xxxxxx Xxxxx Managing Director
/s/ ppa. Dr. Xxx Xxxx		/s/ Xxxxx Xxxx
Dr. Xxx Xxxx Law and Patents		Xxxxx Xxxx Finance Director

Appendix 1

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*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

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