Immune Pharmaceuticals Inc (fka IMNPQ)

[Investor100]

License Option Agreement @ IMNP

https://www.sec.gov/Archives/edgar/data/1208261/000114420416102729/v439810_ex10-3.htm

May 15,2016

This Agreement made this day of May 15, 2016 by and between Immune Pharmaceuticals Inc. (“Immune”) with a principal place of business at 430 East 29th Street, Suite 940, New York, NY 10016 and Novel Pain Therapeutics LLC (“NPT”), a newly formed limited liability company with an office at 52 East End Avenue #12A New York, NY 10028



Whereas Immune has intellectual property rights pertaining to its product AmiKet™ and Amiket™ Nano, which are proprietary combinations of amitriptyline and ketamine in topical formulations to treat neuropathic pain, and related product formulations, technical information, clinical data, know-how, patents and patent applications, and trademarks (“Product”).



Whereas, NPT wishes to obtain, and Immune is willing to provide NPT with, an option to negotiate an exclusive license for rights to Product, during the Term set forth below;


1. License Option


1.1 Immune hereby grants NPT an exclusive option to negotiate an exclusive worldwide royalty-bearing license (the “License”), including the right to grant sublicenses, to make, use, sell, offer for sale and import products under all Immune’s right, title and interest in Product. Such right shall apply during the “Term” beginning from the day of signing of this Agreement by both Parties and extending for 60 days unless otherwise extended by the Parties in writing.


1.2 Immune hereby represents and warrants that Immune has good title to all rights pertaining to the Product, free and clear of all liens, encumbrances and adverse claims, subject to the terms of any license agreements pertaining thereto, which Immune represents and warrants are in full force and effect and as to which there are no breaches or defaults thereunder.


1.3 During the Term of the Agreement, beginning on May 15, 2016 and extending for 60 days unless otherwise extended in writing by the Parties:


1.3.1 Immune shall continue to conduct ongoing Product research and development;

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1.3.2 Immune shall not enter into any other contract that would affect NPT potential rights to the Product or take any action that would interfere in any material respect with Immune’s ability to perform any of its obligations hereunder;


1.3.3 NPT shall diligently pursue obtaining equity funding to be used to conduct initial Product development and commercialization as described below; and


1.3.4 The Parties shall negotiate in good faith a license agreement with material terms as outlined in Exhibit A (the “License Agreement”). In the event the Parties have not executed a License Agreement by the end of the Option Period, the Agreement shall terminate and the Parties shall have no further obligation to each other in connection with the negotiation and execution of a License Agreement.


1.3.5 Immune shall provide NPT with full access to all material information, documents and data pertaining to the Product, including without limitation copies of all license agreements, patent applications and submissions to and responses from each patent office, trademark registrations, clinical data and reports, submissions to and responses from each regulatory authority, including the US Food and Drug Administration, and market studies and surveys, research reports, and a schedule of Product costs incurred,


1.4 In consideration for Immune’s grant of the option to NPT, NPT shall within 15 days prior to the expiration of the Option Period (the “Escrow Due Date”) establish a $500,000 escrow account to be held during the Term, unless terminated prior to the Escrow Due Date by NPT. The escrow balance shall be paid to NPT should the Parties fail to execute a License Agreement during the Term or to Immune at execution of the License Agreement as provided in the License Agreement.



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2. General Terms and Conditions


2.1 Any Immune information that is marked “Confidential” or, if oral, confirmed in writing within a reasonable period of time following initial disclosure, shall not be disclosed by NPT and shall not be used for any purposes other than in connection with and as contemplated by this Agreement and shall be subject to the same terms of confidentiality and nondisclosure as set forth in the Confidentiality Agreement executed by NPT and Immune on May 10, 2016. Until the second anniversary of the date hereof, Immune, without NPT’s consent, shall not solicit funds for Immune or any of its affiliates (other than NPT) from, or enter into any agreement with, any potential investor in NPT introduced by the principals of NPT (and with whom Immune does not have a prior relationship).


2.2 Any notices permitted or required pursuant to this Agreement shall be deemed effective if made in writing and sent, postage prepaid, return receipt requested, or by overnight delivery, as follows:


If to Immune: Immune Pharmaceuticals Inc.
430 East 29th Street, Suite 940
New York, NY 10016
Attn.: Daniel Teper, CEO


If to NPT : Novel Pain Pharmaceuticals LLC
c/o 52 East End Avenue #12A
New York, NY 10028
Attn.: Mark S. Fawer



Or such other or additional address as may be notified from time to time to the other Party. Notices shall be deemed given as of the date sent.


2.3 This Agreement embodies the entire understanding of the Parties and supersedes any other agreement or understanding between the Parties relating to its subject matter. No waiver, amendment or modification of this Agreement shall be valid or binding upon the Parties unless made in writing and signed on behalf of each Party by its respective officers who are duly authorized to do so.


2.4 This Agreement shall in all respects be interpreted and construed in accordance with the laws of the State of New York.


2.5 Either Party may terminate this Agreement in the event of a material breach by the other Party; provided only, that the offending Party is given notice of the breach a reasonable time, not to exceed thirty (30) days, in which to cure such breach.



IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized representative.


Novel Pain Therapeutics LLC Immune Pharmaceuticals, Inc.


By: Mark S. Fawer By: Daniel G. Teper

Title: Authorized Signatory Title: CEO

Date: May 15, 2016 Date: May 15, 2016


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