Form 8-K
8-K — JUPITER NEUROSCIENCES, INC.
Accession: 0001493152-26-034077
Filed: 2026-07-21
Period: 2026-07-20
CIK: 0001679628
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 20, 2026
JUPITER
NEUROSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-41265
47-4828381
(State or other jurisdiction
of
incorporation)
(Commission
File Number)
(IRS Employer
Identification
No.)
11621
Kew Gardens Avenue, Suite 210
Palm
Beach Gardens, Florida 33410
(Address
of principal executive offices) (Zip Code)
(561)
406-6154
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class registered
Trading
Symbol(s)
Name
of each exchange on which
Common
Stock
JUNS
The
Nasdaq Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§17.CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR 240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry Into a Material Definitive Agreement.
Strategic
Asset License Agreement
Reference
is made to the Current Report on Form 8-K filed by Jupiter Neurosciences, Inc. (the “Company”) with the Securities and Exchange
Commission (the “SEC”) on May 20, 2026 (the “Prior 8-K”), in which the Company disclosed its entry into a non-binding
summary of proposed terms with PharmAla Biotech Holdings Inc. (“PharmAla”) regarding a potential licensing transaction for
PharmAla’s ALA-002 program for the United States. On July 20, 2026, the Company and PharmAla entered into a definitive Strategic
Asset License Agreement (the “License Agreement”), the terms of which differ in certain respects from, and supersede, the
non-binding summary of proposed terms described in the Prior 8-K, except for binding provisions and escrow-related matters that remain
effective until release of the escrow deposit described below.
PharmAla
is a Canadian biotechnology company engaged in the research, development and GMP production of MDXX-class psychedelics, including clinical-grade
MDMA and novel analogues, and owns a proprietary investigational compound known as ALA-002. Jupiter is a clinical-stage pharmaceutical
company focused on therapies for neuroinflammation and CNS disorders.
Pursuant
to the License Agreement, PharmAla granted Jupiter an exclusive royalty-bearing, sublicensable (subject to restrictions on sublicenses
to persons engaged in a competing business without PharmAla’s prior written consent) license under PharmAla’s licensed intellectual
property (including patents, know-how and regulatory documentation) to develop, manufacture and commercialize products incorporating
or derived from ALA-002 (each, a “Licensed Product”), for all human therapeutic, prophylactic, palliative, diagnostic and
supportive uses, solely in the United States of America, including its territories, possessions and commonwealths, and including Puerto
Rico (the “Territory”). The license also permits Jupiter to manufacture Licensed Products outside the Territory solely for
import and sale into the Territory. PharmAla retains all rights to ALA-002 and the licensed intellectual property outside the Territory.
In connection with the license, PharmAla has agreed to make available to the Company certain licensed know-how, manufacturing and analytical
information, and regulatory documentation reasonably necessary or useful for the Company to develop, manufacture and commercialize Licensed
Products in the Territory.
Upfront
Consideration
Jupiter
will pay PharmAla an aggregate upfront payment of $3,333,333 (the “Upfront Payment”), comprised of (i) $1,500,000 in cash
(the “Initial Cash Consideration”), less a $600,000 escrow deposit previously made under the May 19, 2026 escrow agreement,
which will be released to PharmAla and credited dollar-for-dollar against the cash consideration, and (ii) $1,833,333 payable in shares
of Jupiter common stock (the “Equity Consideration”). Jupiter may elect to pay all or any portion of the Equity Consideration
in cash. The Initial Cash Consideration is payable as a condition precedent to the effective date of the License Agreement. The shares
of common stock will be issued no later than 30 days after the effective date based on the volume-weighted average price (“VWAP”)
of Jupiter’s shares of common stock for the 20 consecutive trading days ending on the trading day immediately preceding the issuance
date, subject to a Nasdaq 19.99% exchange cap unless stockholder approval is obtained. The License Agreement includes a VWAP reset mechanic
pursuant to which if the VWAP during the pricing window is less than the initial issuance price, Jupiter is required to issue additional
shares (or, if the price falls below the Equity Floor Price, pay cash) to ensure PharmAla receives the full value of the Equity Consideration
(the “VWAP Reset Mechanic”). The shares are subject to a 120-day lock-up period and registration rights, including Jupiter’s
obligation to file a registration statement within 30 days following the issuance date.
Development
Milestone Payments
Jupiter
will pay PharmAla development milestone payments totaling up to $23,333,333, comprised of (i) $3,333,333 upon first dosing of the first
patient in a Phase 3 clinical trial of a Licensed Product in the Territory (payable fifty percent (50%) in cash and fifty percent (50%),
at PharmAla’s election, in cash or Jupiter Shares) and (ii) $20,000,000 upon first FDA approval of an NDA for a Licensed Product
(payable in cash). Each development milestone payment is payable only once.
Commercialization
Milestone Payments
Jupiter
will pay PharmAla commercialization milestone payments totaling up to $73,333,333, comprised of (i) $10,000,000 upon first achievement
of $333,333,333 in net sales in the Territory, (ii) $30,000,000 upon first achievement of $1,000,000,000 in net sales in the Territory,
and (iii) $33,333,333 upon first achievement of $2,000,000,000 in net sales in the Territory. Each commercialization milestone payment
is payable only once.
Royalties
Beginning
with the calendar quarter in which the third commercialization milestone becomes payable, Jupiter will pay PharmAla a royalty of 3% of
net sales of Licensed Products in the Territory during the term of the License Agreement.
Jupiter
has the exclusive right and obligation to develop Licensed Products in the Territory and must use commercially reasonable efforts, at
its sole cost and expense, to develop, obtain regulatory approval for, and commercialize Licensed Products in the Territory, including
conducting clinical trials, making regulatory filings, and achieving first commercial sale within six months following NDA approval.
Jupiter must also deliver quarterly progress reports to PharmAla during the development period.
Jupiter
has sole and exclusive responsibility for manufacturing ALA-002 and Licensed Products for use in the Territory. At Jupiter’s request,
PharmAla will arrange supply of GMP-grade ALA-002 drug substance and/or drug product under a separate supply agreement to be negotiated
on customary terms.
The
License Agreement was executed on July 20, 2026 and becomes effective upon satisfaction of specified conditions precedent, including
payment of the Initial Cash Consideration and release of the escrow deposit to PharmAla. Unless earlier terminated, the License Agreement
continues in perpetuity. Either party may terminate the License Agreement for an uncured material breach after a 90-day cure period (five
Business Days for certain critical payment obligations, including the Upfront Payment, cash consideration payable as a condition to the
effective date, and amounts payable in connection with the VWAP Reset Mechanic or the Nasdaq exchange cap, and 30 days for all other
payment obligations). Either party may terminate immediately upon the other party’s insolvency or bankruptcy. PharmAla may terminate
upon 90 days’ notice if Jupiter fails to achieve development milestones by applicable deadlines (subject to specified extensions)
and such failure remains uncured. Jupiter may not consummate a change of control involving a competing business without PharmAla’s
prior written consent, and PharmAla may terminate immediately if such a transaction is consummated without consent. Jupiter may terminate
for convenience upon at least 180 days’ prior written notice, without relieving accrued payment obligations.
The
foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Strategic Asset License Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure set forth under Item 1.01 above is incorporated into this Item 3.02 by reference. The shares of the Company’s common
stock issuable under the License Agreement are expected to be issued in reliance on the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder, based in part on representations
made by PharmAla in the License Agreement.
Item
9.01 Financial Statements and Exhibits.
(d)
Index of Exhibits.
Exhibit
No.
Description
10.1†
Strategic Asset License Agreement, dated as of July 20, 2026, by and between PharmAla Biotech Holdings Inc. and Jupiter Neurosciences, Inc. (filed herewith).
104
Cover Page Interactive Data File (embedded within the
Inline XBRL document).
†
Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K
because the omitted information is not material and is the type of information that the registrant customarily and actually treats as
private or confidential.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
JUPITER
NEUROSCIENCES, INC.
Date:
July 21, 2026
By:
/s/
Christer Rosén
Name:
Christer
Rosén
Title:
Chairman,
Chief Executive Officer
&
Founder
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
Certain
identified information marked as [****] has been excluded from this exhibit because it both (i) is not material and (ii) is the type
that the Company treats as private or confidential.
STRATEGIC
ASSET LICENSE AGREEMENT
BETWEEN:
PHARMALA
BIOTECH HOLDINGS INC., a corporation incorporated under the laws of the Province of Ontario with its head office at 1 Adelaide Street
East, Suite 801, Toronto, Ontario, M5C 2V9, Canada (“PharmAla”)
—
and —
JUPITER
NEUROSCIENCES, INC., a corporation incorporated under the laws of the State of Delaware with its principal office at 11621 Kew Gardens
Drive, Palm Beach Gardens, Florida 33410, United States (“Jupiter”)
(each,
a “Party” and, collectively, the “Parties”).
DATED
as of July 20, 2026 (the “Execution Date”).
RECITALS
WHEREAS,
PharmAla is a Canadian biotechnology company engaged in the research, development and good manufacturing practice production of MDXX-class
psychedelics, including clinical-grade MDMA and novel analogues, and is the owner of a proprietary investigational compound known as
ALA-002;
WHEREAS,
Jupiter is a clinical-stage pharmaceutical company headquartered in Jupiter, Florida and publicly listed on the Nasdaq Capital Market
(Ticker: JUNS), engaged in the development of therapies for neuroinflammation and central nervous system disorders; and
WHEREAS,
Jupiter wishes to obtain, and PharmAla is willing to grant, an exclusive, perpetual, royalty-bearing license in the Territory under the
Licensed Intellectual Property to Develop, Manufacture and Commercialize Licensed Products in the Field, subject in all cases to the
terms, conditions, termination rights, reversion rights and limitations expressly set forth in this Agreement.
NOW
THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.
ARTICLE
1 — DEFINITIONS AND INTERPRETATION
1.1
Definitions. In this Agreement, capitalized terms have the meanings set out below.
“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control
with such Person, for so long as such Control exists.
“Agreement”
means this Strategic Asset License Agreement, including all Schedules and Exhibits attached hereto, as amended, restated, supplemented
or otherwise modified from time to time in accordance with its terms.
“ALA-002”
means PharmAla’s proprietary, non-racemic mixture of MDMA enantiomers comprising approximately [***] and [***] developed by PharmAla,
including all salts, hydrates, solvates, polymorphs, prodrugs, metabolites, esters, free acid or base forms thereof, and all formulations,
dosage forms, and modes of administration thereof, in each case as further described in Schedule A.
“Allotted
Equity Value” has the meaning given in Section 3.2(a).
“Applicable
Law” means all applicable federal, provincial, state, municipal and local laws, statutes, regulations, by-laws, rules, ordinances,
orders, decrees, injunctions, judgments, codes and binding administrative guidance of any Governmental Authority, including, without
limitation, the United States Federal Food, Drug, and Cosmetic Act, the United States Controlled Substances Act, the United States Securities
Act of 1933 (the “Securities Act”), the United States Securities Exchange Act of 1934, and the rules and policies
of the Nasdaq Capital Market, the Canadian Securities Administrators, and the Canadian Securities Exchange (the “CSE”).
“Assets”
has the meaning given in Section 2.5(a).
“Business
Day” means any day other than a Saturday, Sunday or statutory holiday on which the commercial banks in each of Toronto, Ontario
and New York, New York are open for the transaction of commercial business.
“Calendar
Quarter” means each successive period of three (3) consecutive calendar months ending on March 31, June 30, September 30 and
December 31.
“Calendar
Year” means each successive period of twelve (12) consecutive calendar months ending on December 31.
“Change
of Control” means, with respect to Jupiter, the occurrence of any of the following, whether in a single transaction or series
of related transactions: (a) any merger, amalgamation, consolidation, arrangement, reorganization, share exchange, business combination
or similar transaction involving Jupiter, other than a transaction effected solely for the purpose of changing Jupiter’s jurisdiction
of incorporation or domicile, following which the holders of Jupiter’s voting securities immediately prior to such transaction
do not, directly or indirectly, beneficially own more than fifty percent (50%) of the outstanding voting securities or voting power of
the surviving, resulting or acquiring entity or its ultimate parent; (b) any Person or group of Persons acting jointly or in concert
becoming the direct or indirect beneficial owner of more than fifty percent (50%) of the outstanding voting securities or voting power
of Jupiter or otherwise acquiring the power to direct or cause the direction of the management and policies of Jupiter, whether through
ownership of voting securities, by contract or otherwise; (c) any sale, transfer, exclusive license, assignment or other disposition
of all or substantially all of Jupiter’s assets, or all or substantially all of Jupiter’s business or assets relating to
this Agreement; or (d) any transaction or series of related transactions as a result of which Jupiter becomes Controlled by a Third Party
or by an Affiliate of a Third Party. For purposes of determining whether a Change of Control involves a Competing Business, the activities
of the acquiring Person, its Affiliates, its ultimate parent and any Person that directly or indirectly Controls the acquiring Person
shall be taken into account.
2
“Claim”
means any claim, action, suit, demand, proceeding, investigation or inquiry by or before any Governmental Authority or any arbitrator.
“CMC
Data” means all chemistry, manufacturing and controls data, information, procedures, techniques and documentation relating
to ALA-002, including test method development and stability testing, process development, process validation, process scale-up, formulation
development, delivery system development, quality assurance and quality control, drug substance and drug product specifications, master
batch records, analytical methods, validation reports, stability data, manufacturing process descriptions, raw material specifications,
container closure system specifications and supplier qualification documentation.
“Combination
Product” means any Licensed Product that comprises a Licensed Product with one or more other clinically or pharmacologically
active compounds, ingredients or devices other than a Licensed Product, in a single formulation or final package presentation for sale
as a single unit (including separate unit doses so configured). The Licensed Product portion of any Combination Product shall be deemed
the “Licensed Component” and the other clinically or pharmacologically active element of such Combination Product
shall be deemed the “Other Components.”
“Commercialization”
or “Commercialize” means all activities directed to marketing, distribution, promoting, selling or exploiting of pharmaceutical
products (including importing and exporting activities in connection therewith), but excluding activities directed to Manufacturing or
Development. “Commercializing” and “Commercialized” have the correlative meanings.
“Commercialization
Milestone Payment” has the meaning given in Section 3.6.
“Commercially
Reasonable Efforts” means, with respect to the performance of any obligation of Jupiter under this Agreement, the carrying
out of such obligation with a degree of effort, expertise and resources consistent with the efforts that a reasonably prudent specialty
pharmaceutical company of similar size and capability would devote to a product of comparable commercial potential, regulatory status
and stage of development, taking into account market opportunity, clinical efficacy and safety profile, potential profitability, regulatory
considerations and patent protection, provided, that, payments owed to PharmAla solely as a result of the successful Development
or commercialization of Licensed Products shall not, by themselves, be deemed sufficient to justify a reduction in such efforts.
“Competing
Business” means any Person that, directly or through any Affiliate, is engaged in the research, development, manufacture, commercialization
or sale of any product containing MDMA or any entactogenic phenethylamine that is reasonably expected to be competitive with ALA-002
or any Licensed Product, excluding a diversified pharmaceutical company for which such activities are not material to its overall business
and that has reasonable internal safeguards that would protect PharmAla’s Confidential Information and Licensed Know-How, should
any be disclosed to it. For purposes of this definition, any determination as to whether a Person is engaged in a Competing Business
shall take into account the activities of such Person and its Affiliates, and PharmAla shall be entitled to request reasonable information
from Jupiter to assess whether any proposed Sublicensee, assignee or acquirer is engaged in a Competing Business.
3
“Confidential
Information” has the meaning given in Section 6.1.
“Control”
(including the terms “Controlled”, “Controlling” and “under common Control with”) means (a) when
used in respect of a Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and (b) when used in respect
of any Intellectual Property Rights, the possession by a Party (whether by ownership or license, other than pursuant to this Agreement)
of the legal authority or right to grant a license or sublicense under such Intellectual Property Rights to the other Party as contemplated
by this Agreement, without violating the terms of any agreement or other arrangement with any Third Party.
“Cover”
or “Covering” means, with respect to a particular product and any Patent, that, in the absence of a license granted
under, or ownership of, such Patent, the making, using, selling, importation, or exportation of such product would infringe a Valid Claim
of such Patent.
“Cure
Period” has the meaning given in Section 10.2.
“Develop”
(including the terms “Development” and “Developing”) means all activities relating to research, discovery, development,
pre-clinical and clinical testing (including Phase 1, Phase 2, Phase 3 and post-approval studies), regulatory affairs, statistical analysis
and clinical trial reporting, but excluding Manufacture and Commercialization.
“Development
Milestone Payment” has the meaning given in Section 3.5.
“Development
Plan” means the written development plan for Licensed Products in the Territory, including the Development Timeline, set out
in Schedule D, as amended from time to time in accordance with Section 4.2.
“Development
Timeline” means the specific timeline for the achievement of Development milestones for Licensed Products in the Territory
set out in Schedule D, as amended from time to time in accordance with Section 4.2.
“Effective
Date” means the first date on which all of the conditions set forth in Section 3.1(d) have been satisfied or waived in writing
by the Party entitled to the benefit of such condition.
“Equity
Consideration” has the meaning given in Section 3.2.
4
“Equity
Floor Price” means US$0.0345 per Jupiter Share, being 20% of the closing price of the Jupiter Shares on the Nasdaq on the trading
day immediately preceding the Execution Date.
“FDA”
means the United States Food and Drug Administration and any successor agency thereto.
“Field”
means all human therapeutic, prophylactic, palliative, diagnostic and supportive uses, including all indications, in each case in the
Territory.
“First
Commercial Sale” means, with respect to a Licensed Product, the first sale of such Licensed Product by Jupiter, its Affiliates
or Sublicensees to a Third Party for end use or consumption in the Territory after receipt of Regulatory Approval for such Licensed Product
in the Territory. “First Commercial Sale” shall not include: (a) any distribution or other sale solely for so-called treatment
investigational new drug sales, named patient sales, compassionate or emergency use sales or pre-license sales; (b) intercompany transfers
to Affiliates of Jupiter or between such entities and a Sublicensee, provided, that a subsequent sale to a Third Party by such
Affiliate or Sublicensee is not considered an intercompany transfer; or (c) other similar non-commercial sales made at no charge or sold
at or below cost.
“Force
Majeure” has the meaning given in Section 12.9.
“GAAP”
means generally accepted accounting principles as in effect in the United States from time to time, consistently applied.
“Governmental
Authority” means any federal, provincial, state, municipal or local government, court, regulatory or administrative agency,
commission, tribunal or other governmental, regulatory or self-regulatory authority or instrumentality, whether domestic or foreign,
including the FDA, the United States Securities and Exchange Commission (the “SEC”), the Canadian Securities Administrators,
the CSE and the Nasdaq Capital Market.
“IND”
means an Investigational New Drug application submitted to the FDA pursuant to 21 C.F.R. Part 312, or any successor application.
“Indemnitee”
has the meaning given in Section 9.3(a).
“Indemnitor”
has the meaning given in Section 9.3(a).
“Initial
Cash Consideration” has the meaning given in Section 3.1(a).
“Initial
Equity Consideration” has the meaning given in Section 3.2(b).
“Intellectual
Property Rights” means all intellectual and industrial property rights of any kind, whether registered or unregistered, including
all (a) Patents; (b) trademarks, service marks, trade dress, trade names, brand names, logos, slogans, corporate names and Internet domain
names, together with all goodwill associated with each of the foregoing; (c) copyrights and rights of authorship, including registrations,
applications and renewals therefor, and all moral rights; (d) database rights and rights in compilations of data; (e) trade secrets,
Know-How and rights to confidential information; and (f) all similar or equivalent rights existing under the laws of any jurisdiction.
5
“Jupiter
Improvement” means any improvement of any of the Licensed Know-How or Licensed Patents that is owned and controlled by Jupiter
and that cannot reasonably be practiced absent a right to practice the underlying Licensed Know-How and/or Licensed Patents.
“Jupiter
Indemnitees” has the meaning given in Section 9.1.
“Jupiter
Shares” means shares of common stock, par value US$0.0001 per share, of Jupiter.
“Know-How”
means all proprietary, non-public information, materials, data, results, techniques, technology, know-how, processes, methods, formulae,
trade secrets, inventions (whether patentable or not), discoveries, developments, designs, specifications, plans, drawings, software,
algorithms, biological materials, chemical compounds, reagents, samples, assays, cell lines, vectors, microorganisms, formulations, manufacturing
processes (including CMC, analytical, quality control), recipes, protocols, procedures, results of experiments and tests, pre-clinical
and clinical data, pharmacology data, toxicology data (including in vitro and in vivo studies), clinical trials and other testing of
any composition of matter, product candidate or product, regulatory data and information, and any and all other data related to development,
manufacture or commercialization.
“Licensed
Intellectual Property” means, collectively, the Licensed Patents, the Licensed Know-How, and the Licensed Regulatory Documentation.
“Licensed
Know-How” means the Know-How identified in Schedule B.
“Licensed
Patents” means all the Patents Controlled by PharmAla as of the Effective Date or during the Term that are necessary or reasonably
useful for the Development, Manufacture or Commercialization of ALA-002 or any Licensed Product in the Territory, including the Patents
listed in Schedule A.
“Licensed
Product” means any pharmaceutical, biological or therapeutic product, in any formulation or dosage form, that (i) incorporates,
contains, is comprised of, or is derived from ALA-002 or (ii), on a country-by-country
basis, is a product whose manufacture, use, sale, offer for sale or importation is Covered by a Valid Claim within the Licensed Patents
or uses Licensed Know-How.
“Licensed
Regulatory Documentation” means all Regulatory Documentation Controlled by PharmAla as of the Effective Date or during the
Term that relates to ALA-002 or any Licensed Product in the Territory, including the items listed in Schedule C.
“Losses”
means any and all losses, damages, liabilities, settlements, judgments, awards, fines, penalties, costs and expenses (including reasonable
legal and other professional fees and disbursements).
6
“Manufacture”
(including the terms “Manufacturing” and “Manufactured”) means all activities relating to the manufacturing,
synthesis, formulation, fill, finish, packaging, labelling, shipping, handling, storage, quality assurance, quality control and release
of ALA-002 or any Licensed Product, in each case for use in the Territory.
“NDA”
means a New Drug Application submitted to the FDA pursuant to 21 C.F.R. Part 314, including any amendments and supplements thereto, or
any equivalent successor application.
“Net
Sales” means, with respect to any Licensed Product, the gross amounts invoiced by Jupiter, its Affiliates and Sublicensees
(each, a “Selling Party”) for sales of such Licensed Product to Third Parties (other than Affiliates or Sublicensees
of any Selling Party, unless such Affiliate or Sublicensee is the end user) in the Territory, less the following deductions, in each
case to the extent actually incurred, allowed, paid or accrued and not otherwise recovered or reimbursed by the Selling Party, and to
the extent included in the gross invoiced amount and consistent with GAAP:
(a)
customary trade, cash and quantity discounts, including retroactive price reductions, granted and not reimbursed;
(b)
credits and allowances for returns, rejections, recalls or withdrawals (whether voluntary or required);
(c)
sales, value-added, excise and similar taxes (excluding income or franchise taxes of any kind), import or export duties and customs duties
paid by the Selling Party and not reimbursed;
(d)
freight, insurance, packing and other transportation charges separately invoiced and to the extent not reimbursed;
(e)
deductions for uncollected invoiced amounts characterized as bad debt in accordance with Jupiter’s standard accounting practices,
not to exceed ten percent (10%) per Calendar Quarter, provided that Jupiter shall use commercially reasonable collection practices consistent
with its practices for similarly situated products and shall not structure sales or distributor arrangements for the purpose of reducing
Net Sales or deferring milestone or royalty payments, unless otherwise approved by PharmAla in writing; and
(f)
rebates, chargebacks and similar customary payments actually granted to wholesalers, distributors, commercial insurance companies, pharmacy
benefit managers (or equivalents thereof), group purchasing organizations, managed care organizations and Governmental Authorities (including
pursuant to mandatory federal or state pricing programs).
For
clarity:
(i)
sales of Licensed Product by a Selling Party for use in clinical trials, expanded access, named-patient, compassionate use or other non-commercial
programs, in each case at or below the Selling Party’s fully-allocated cost, shall not constitute Net Sales; and
7
(ii)
no deduction shall be made for any commissions, royalties or similar payments made by a Selling Party to any Third Party.
Net
Sales for a Combination Product in a country shall be calculated as follows:
(i)
If both the Licensed Component and the Other Components are sold independently in such country in the same formulation and dosage, then
Net Sales will be calculated by multiplying the total Net Sales (as described above) of the Combination Product by the fraction A/(A+B),
where A is the average gross selling price in such country of the Licensed Component sold separately in the same formulation and dosage,
and B is the (sum of the) average gross selling price(s) in such country of the Other Component(s) sold separately in the same formulation
and dosage, during the applicable Calendar Year.
(ii)
If the Licensed Component is sold independently of the Other Component(s) in such country in the same formulation and dosage, but the
average gross selling price of the Other Component(s) cannot be determined, then Net Sales will be calculated by multiplying the total
Net Sales (as described above) of such Combination Product by the fraction A/C, where A is the average gross selling price in such country
of such Licensed Component sold independently in the same formulation and dosage and C is the average gross selling price in such country
of the Combination Product.
(iii)
If the Other Component(s) are sold independently of the Licensed Component in such country in the same formulation and dosage, but the
average gross selling price of such Licensed Component cannot be determined, then Net Sales will be calculated by multiplying the total
Net Sales (as described above) of such Combination Product by the fraction [1-B/C], where B is the (sum of the) average gross selling
price(s) in such country of the Other Component(s) in the same formulation and dosage and C is the average gross selling price in such
country of the Combination Product.
(iii)
If the average gross selling price of such Licensed Components and the Other Component(s) in the same formulation and dosage cannot be
determined, then Net Sales will be calculated by multiplying the total Net Sales (as described above) of such Combination Product by
a fraction to be determined by the Parties in good faith based on the relative value contributed by the Licensed Components and Other
Components of such Combination Product.
Notwithstanding
the foregoing, in no event shall the Net Sales attributable to the Licensed Component of a Combination Product be less than fifty percent
(50%) of the total Net Sales of such Combination Product.
“Patent”
or “Patents” means (a) all national, regional and international patents and patent applications, including any provisional
patent application, (b) any patent applications claiming priority from such patent applications or provisional patent applications, including
divisions, continuations, continuations-in-part and additions, (c) any patent that issues from any of the foregoing patent applications,
including any utility or design patent or certificate of invention, and (d) any re-issues, renewals, extensions, substitutions, re-examinations
or restorations, registrations and revalidations, and supplementary protection certificates and equivalents applicable to any of the
foregoing.
8
“Patent
Costs” means all reasonable and documented out-of-pocket fees, expenses and disbursements incurred in the preparation, filing,
prosecution, defense and maintenance of Patents, including the fees of outside patent counsel and government filing and renewal fees.
“Person”
means any individual, corporation, partnership, limited liability company, unlimited liability company, trust, estate, association, joint
venture, syndicate, sole proprietorship or other entity or any Governmental Authority.
“PharmAla
Indemnitees” has the meaning given in Section 9.2.
“Phase
3 Clinical Trial” means a human clinical trial of a Licensed Product on a sufficient number of patients that is designed to
(a) establish that such Licensed Product is safe and efficacious for its intended use, (b) define warnings, precautions and adverse reactions
that are associated with such Licensed Product in the dosage range to be prescribed, and (c) support Regulatory Approval of such Licensed
Product, as further described in 21 C.F.R. § 312.21(c) (as amended from time to time, or any successor regulation thereto).
“Pricing
Window” means the period commencing on (and including) the Effective Date and ending on (and including) the Issuance Date.
“Regulatory
Approval” means all approvals, licenses, registrations, permits and authorizations of any Regulatory Authority that are necessary
or reasonably useful for the Development and Commercialization of a Licensed Product, including, in respect of the United States, approval
of an NDA.
“Regulatory
Authority” means any Governmental Authority responsible for granting Regulatory Approvals for Licensed Products, including
the FDA.
“Regulatory
Documentation” means all (a) filings, applications or submissions (including all INDs and NDAs), registrations, licenses, authorizations,
permits and approvals (including Regulatory Approvals) filed with any Regulatory Authority; (b) correspondence and reports submitted
to or received from any Regulatory Authority (including minutes and official contact reports relating to any communications with any
Regulatory Authority); (c) clinical and pre-clinical study reports, source documents, statistical analyses and protocols; (d) the minutes
of any material meetings, telephone conferences or discussions with the relevant Regulatory Authority, and (e) all data contained in
or supporting any of the foregoing.
“Reset
Shares” has the meaning given in Section 3.2(c)(i).
“Royalty”
has the meaning given in Section 3.7(a).
“Sublicensee”
means any Third Party to which Jupiter (or an Affiliate of Jupiter) has granted a sublicense under any of the rights granted to Jupiter
pursuant to Section 2.1.
“Term”
has the meaning given in Section 10.1.
“Territory”
means the United States of America, including its territories, possessions and commonwealths, and including Puerto Rico.
9
“Third
Party” means any Person other than a Party or an Affiliate of a Party.
“Upfront
Payment” has the meaning given in Section 3.1.
“Valid
Claim” means (a) a claim of an issued and unexpired Patent that has not been permanently revoked or held unenforceable or invalid
by a decision of a court or other governmental agency of competent jurisdiction, which decision is not appealable or is not appealed
within the time allowed for appeal, and has not been abandoned, disclaimed or admitted to be invalid or unenforceable through reissue,
disclaimer or otherwise or (b) a claim of a pending Patent application that (i) has not been pending for more than seven (7) years from
the filing date of the earliest Patent application from which such pending Patent application derives priority, and (ii) (A) has not
been cancelled, withdrawn or abandoned, or (B) finally rejected by an administrative agency action from which no appeal can be taken
or that has not been appealed within the time allowed for appeal; provided that in the case of a pending claim that ceases to be a Valid
Claim due to the foregoing time limit of clause (b)(i), if such pending claim later issues, such claim shall thereafter be considered
a Valid Claim for all purposes hereunder so long as it meets the requirements of clause (a).
“VWAP”
means, in respect of the Jupiter Shares for any specified period, the volume-weighted average price per share calculated by dividing
(a) the aggregate dollar value of all reported trades of Jupiter Shares on the Nasdaq Capital Market during such period (excluding block
trades, off-exchange trades and trades effected pursuant to Rule 10b-18) by (b) the aggregate number of Jupiter Shares traded in such
reported trades during such period, in each case as reported on Bloomberg Professional Service (or, if Bloomberg is not then reasonably
available, such other reputable financial reporting service as may be agreed by the Parties).
1.2
Interpretation
(a)
Unless the context otherwise requires, references in this Agreement to: (i) the singular include the plural and vice versa; (ii) any
gender include all genders; (iii) Articles, Sections and Schedules are to articles, sections and schedules of this Agreement; (iv) “including”
means “including without limitation”; (v) any statute include any rules and regulations made thereunder, and any successor
or amending statute; (vi) “$” or “US$” means United States dollars; (vii) “days” means calendar days
unless “Business Days” is specified; and (viii) the word “will” will be construed to have the same meaning and
effect as the word “shall”.
(b)
Headings are inserted for convenience of reference only and shall not affect the interpretation of this Agreement.
(c)
The recitals and Schedules form an integral part of this Agreement.
(d)
No rule of construction shall be applied to the disadvantage of any Party by reason of such Party having drafted any provision of this
Agreement, the Parties having had the opportunity to consult independent counsel.
(e)
Where a provision of this Agreement requires the consent or approval of a Party, such consent or approval shall be in writing and, unless
expressly stated otherwise, may be granted, withheld, conditioned or delayed in such Party’s sole and absolute discretion.
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ARTICLE
2 — GRANT OF LICENSE; RETAINED RIGHTS
2.1
License Grant. Effective as of, and subject to the occurrence of, the Effective Date and the terms and conditions of this Agreement,
PharmAla hereby grants to Jupiter an exclusive (even as to PharmAla and its Affiliates, but subject to PharmAla’s retained rights
under Section 2.3), royalty-bearing, sublicensable (only as expressly permitted under Section 2.2) license under the Licensed Intellectual
Property to (i) Develop, have Developed, Manufacture, have Manufactured, Commercialize and have Commercialized Licensed Products in the
Field, solely in the Territory; and (ii) Manufacture and have Manufactured Licensed Products outside of the Territory solely for import
and sale into the Territory in the Field. For greater certainty, the license granted under this Section 2.1 shall remain in effect for
the entire duration of the Term. For clarity, no right is granted to Jupiter to sell, distribute, export, commercialize or otherwise
exploit ALA-002 or any Licensed Product outside the Territory, and all rights not expressly granted to Jupiter are reserved by PharmAla.
2.2
Sublicensing.
(a)
Grants. Jupiter may grant sublicenses under the rights granted in Section 2.1 to any Third Party; provided that Jupiter shall
not grant any sublicense, directly or indirectly, to any Person engaged in a Competing Business without PharmAla’s prior written
consent, which may be withheld, conditioned or delayed in PharmAla’s sole discretion. Prior to entering into any sublicense, Jupiter
shall provide PharmAla with written notice identifying the proposed Sublicensee, the rights proposed to be sublicensed, the territory,
the field, the proposed scope of activities, and whether such Sublicensee or any of its Affiliates is engaged in a Competing Business.
(b)
Affiliates. Jupiter may allow its Affiliates to exercise Jupiter’s licensed rights hereunder for so long as such Affiliate
continues to be an Affiliate of Jupiter, provided that Jupiter shall remain primarily liable for the performance of each such Affiliate
of its obligations under this Agreement.
(c)
Sublicense Terms. Each sublicense granted by Jupiter shall (i) be granted pursuant to a written agreement that is consistent with,
and subject and subordinate to, the terms and conditions of this Agreement; (ii) include obligations on the sublicensee no less protective
of PharmAla’s rights than the corresponding obligations of Jupiter under this Agreement, including with respect to confidentiality,
IP ownership, audit rights, indemnification, insurance, regulatory compliance and reversion of rights upon termination; and (iii) provide
for automatic assignment to PharmAla upon termination of this Agreement by PharmAla.
(d)
No Relief from Obligations. Jupiter shall remain primarily liable for all acts and omissions of its Sublicensees with respect
to the sublicense, and the grant of any sublicense shall not relieve Jupiter of any of its obligations under this Agreement.
(e)
Copy to PharmAla. Jupiter shall provide PharmAla with a complete copy of each fully executed sublicense agreement (with reasonable
redactions for commercial pricing terms and other terms not materially relevant to this Agreement) within thirty (30) days following
execution.
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2.3
Retained Rights of PharmAla; Diversion.
(a)
Outside the Territory. Notwithstanding Section 2.1, PharmAla expressly retains all right, title and interest in and to ALA-002,
the Licensed Intellectual Property and all Licensed Products outside the Territory, including all rights to Develop, Manufacture and
Commercialize ALA-002 and Licensed Products in all jurisdictions other than the Territory, in any indication and in any formulation.
(b)
Manufacture Outside the Territory for Use Outside the Territory. For greater certainty, PharmAla and its Affiliates, contractors,
licensees and sublicensees shall be entitled to Manufacture ALA-002 and Licensed Products outside the Territory for use outside the Territory.
(c)
Research Use. PharmAla retains a non-exclusive, perpetual, royalty-free license to use the Licensed Intellectual Property for
internal research and pre-clinical purposes outside the Field and outside the Territory.
(d)
Cross-Border Coordination. Each Party will reasonably cooperate with the other Party in obtaining any Regulatory Approvals for
the Licensed Products in the other Party’s territory by providing, to the extent reasonably requested in writing by the other Party,
access to Regulatory Documentation relating to the Licensed Products. If either Party reasonably believes that the other Party is taking
or intends to take any action with respect to a Licensed Product that is reasonably likely to have a material adverse impact upon the
regulatory status of such Licensed Product within such Party’s territory, then such Party will have the right to bring the matter
to the attention of the Parties’ senior executives for good faith discussion. Neither Party shall use the other Party’s Regulatory
Documentation or Confidential Information to support any product outside its permitted territory except as expressly permitted under
this Agreement.
(e)
No Diversion. Jupiter and its Affiliates and Sublicensees will not (i) promote, market, distribute, import, sell or have sold
any Licensed Product, including via internet or mail order, outside the Territory; (ii) establish or maintain any branch, warehouse or
distribution facility for Licensed Products in any country or region outside the Territory; (iii) engage in any advertising or promotional
activities of Licensed Products directed primarily to customers or other purchasers or users outside the Territory; (iv) solicit orders
for any Licensed Products from any prospective purchaser located outside the Territory; or (v) sell or distribute any Licensed Products
to any person or entity in the Territory who, to such party’s knowledge, intends to resell the Licensed Products outside the Territory.
2.4
No Implied Licenses. No right, title, interest, or license, whether by implication, estoppel, statute, exhaustion or otherwise, is
granted by PharmAla to Jupiter or its Affiliates under any Intellectual Property Rights Controlled by PharmAla other than as expressly
set forth in Section 2.1. Without limiting the generality of the foregoing, no license is granted to Jupiter outside the Territory or
outside the Field.
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2.5
Access to Licensed Materials; Delivery of Copies; Limited Transfers
(a)
Definition of Assets. PharmAla shall, within ten (10) Business Days after the Effective Date, provide or make available to Jupiter
copies of, access to, or, only where expressly stated, assignment of, the following materials (collectively, the “Assets”):
(i)
the Licensed Know-How, and all CMC Data, clinical trial data (including supporting documentation such as protocols and case report forms),
manufacturing processes, analytical methods, formulations and trade secrets reasonably necessary or useful for the Development, Manufacture
or Commercialization of ALA-002 or Licensed Products in the Field in the Territory; and
(ii)
the Regulatory Documentation, including all INDs, regulatory filings, correspondence with the FDA and other Regulatory Authorities, and
all pre-clinical and clinical data (including source documents) reasonably necessary or useful for the Development, Manufacture or Commercialization
of ALA-002 or Licensed Products in the Field in the Territory.
For
clarity, except for any contract, regulatory filing or tangible material expressly assigned in writing, the provision of any Licensed
Know-How, CMC Data, manufacturing process, analytical method, formulation, trade secret, clinical or pre-clinical data, Regulatory Documentation
or other material shall not constitute an assignment or transfer of ownership of any Intellectual Property Rights, all of which remain
subject to Article 5.
(b)
Mechanics of Transfer. PharmAla shall take such further actions and execute such further documents as may be reasonably necessary
or desirable to effect the transfer of the Assets.
2.6
Section 365(n) of the U.S. Bankruptcy Code. All rights and licenses granted under or pursuant to this Agreement by PharmAla to Jupiter
are, and shall otherwise be deemed to be, for the purposes of Section 365(n) of the United States Bankruptcy Code, licenses of rights
to “intellectual property” as defined under Section 101(35A) of the United States Bankruptcy Code. Notwithstanding the foregoing,
nothing in this Section 2.6 shall be interpreted or applied so as to limit or restrict the exercise of any rights of termination of PharmAla
expressly set forth in Article 10.
ARTICLE
3 — CONSIDERATION; PAYMENTS
3.1
Payment. In consideration of the rights granted by PharmAla to Jupiter under this Agreement, Jupiter shall pay or cause to be paid
to PharmAla an aggregate upfront payment of three million three hundred thirty-three thousand three hundred thirty-three United States
Dollars (US$3,333,333) (the “Upfront Payment”), with the Initial Cash Consideration payable as a condition precedent
to the Effective Date and the Equity Consideration payable following the Effective Date in accordance with Section 3.2, comprised as
follows:
(a)
one million five hundred thousand United States Dollars (US$1,500,000) payable in cash (the “Initial Cash Consideration”),
less the Deposit (defined below); and
(b)
one million eight hundred thirty-three thousand three hundred thirty-three United States Dollars (US$1,833,333) payable in Jupiter Shares
determined and issued in accordance with Section 3.2 (the “Equity Consideration”),
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provided
that Jupiter may, in its sole discretion, elect to pay all or any portion of the Equity Consideration in cash, in which case the
cash payable under Section 3.1(a) shall be increased on a dollar-for-dollar basis.
(c)
The deposit of US$600,000 (the “Deposit” or “Escrowed Funds”) held by the Escrow Agent under the escrow
agreement entered into by the Parties dated May 19, 2026 (the “Escrow Agreement”) shall be released to PharmAla pursuant
to the joint written instructions described below and, upon release, credited dollar-for-dollar against the Initial Cash Consideration,
and all interest accrued on the Escrowed Funds shall be released to PharmAla without credit, offset or reduction, in each case in accordance
with the Escrow Agreement. The Parties shall promptly execute and deliver joint written instructions to the Escrow Agent confirming that
the consummation of the transactions contemplated by this Agreement constitutes the “Consummation” under Section 4(b) of
the Escrow Agreement and directing the release of the Escrowed Funds and all accrued interest to PharmAla. For clarity, each Party’s
obligation to execute and deliver such joint written instructions shall be effective immediately upon execution and delivery of this
Agreement. Payment of the Initial Cash Consideration, including release of the Deposit and all accrued interest to PharmAla, is a material
obligation of Jupiter and a condition to the Effective Date. If the Escrowed Funds are not released to PharmAla due to Jupiter’s
failure to deliver required escrow release instructions, or the balance of the Initial Cash Consideration is not paid when due, PharmAla
may suspend delivery of any Licensed Intellectual Property and may terminate this Agreement upon written notice without refund or credit
of any amounts previously released to PharmAla, subject only to the express terms of the Escrow Agreement. If the Effective Date has
not occurred solely because PharmAla has failed to deliver required escrow release instructions, the Escrow Agent has failed to release
the Escrowed Funds despite receipt of duly executed joint written instructions from both Parties, or any other condition within PharmAla’s
control has not been satisfied, then Jupiter shall not be deemed to be in breach or default of this Agreement, PharmAla shall have no
right to terminate this Agreement on that basis or retain any amounts previously released except as expressly provided in the Escrow
Agreement, and the Parties shall cooperate in good faith to cause the applicable condition to be satisfied as promptly as practicable.
(d)
Conditions Precedent to Effectiveness. Notwithstanding anything to the contrary in this Agreement, the rights and licenses granted
to Jupiter under Section 2.1, PharmAla’s delivery obligations under Section 2.5, Jupiter’s Development obligations under
Article 4, and the Development Timeline set forth in Schedule D shall not commence, and this Agreement shall not become effective
for such purposes, until each of the following conditions has been satisfied or waived in writing by the Party entitled to the benefit
of such condition: (i) this Agreement has been duly executed and delivered by each Party; (ii) Jupiter has delivered to PharmAla, by
wire transfer of immediately available funds to the account designated by PharmAla, the portion of the Initial Cash Consideration not
satisfied by release of the Deposit; (iii) PharmAla has confirmed receipt of such wire transfer in immediately available funds; (iv)
the Parties have delivered duly executed joint written instructions to the Escrow Agent directing release of the Escrowed Funds and all
accrued interest to PharmAla; (v) the Escrowed Funds and all accrued interest have been released to, and received by, PharmAla in accordance
with the Escrow Agreement; and (vi) no Applicable Law or order of any Governmental Authority then prohibits the consummation of the transactions
contemplated by this Agreement. For clarity, the obligations in Section 3.1(c) and this Section 3.1(d), and any provisions necessary
to enforce them, shall be effective as of the Execution Date, and the issuance of the Equity Consideration set forth under Section 3.2(b)
is not a condition precedent to the Effective Date and shall be governed by Section 3.2.
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3.2
Equity Consideration; VWAP Reset Mechanic
(a)
Allotted Equity Value. The dollar value of the Equity Consideration referred to in Section 3.1(b), namely US$1,833,333, is referred
to as the “Allotted Equity Value”.
(b)
Initial Issuance. On a date no later than thirty (30) days following the Effective Date (the “Issuance Date”),
Jupiter shall issue to PharmAla that number of Jupiter Shares equal to the Allotted Equity Value divided by the VWAP of the Jupiter Shares
for the twenty (20) consecutive trading days ending on (and including) the trading day immediately preceding the Issuance Date (the “Initial
Issuance Price”), rounded down to the nearest whole share (such shares, the “Initial Equity Consideration”);
provided, that in no event shall the aggregate number of Jupiter Shares issued or issuable to PharmAla pursuant to this Article
3 (including the Initial Equity Consideration, any Reset Shares and any Jupiter Shares issued in respect of Development Milestone Payments),
when aggregated with any other issuances required to be aggregated under Nasdaq Listing Rule 5635, equal or exceed 19.99% of the number
of shares of Jupiter common stock outstanding immediately prior to the first such issuance (the “Exchange Cap”), unless
Jupiter shall have first obtained the approval of its stockholders as required by Nasdaq Listing Rule 5635. Jupiter’s issuance
of the Initial Equity Consideration on or before the Issuance Date is a material obligation of Jupiter. If, for any reason, Jupiter does
not issue all of the Initial Equity Consideration on or before the Issuance Date, then PharmAla may elect by written notice to require
Jupiter to pay the unpaid portion of the Allotted Equity Value cash within five (5) Business Days of such notice, together with interest
in accordance with Section 3.7(b) without prejudice to any other rights or remedies of PharmAla; provided that, to the extent such failure
to issue the Initial Equity Consideration is caused by PharmAla’s breach of its representations in Section 3.2(d), failure to provide
information or documentation reasonably required for the issuance of the Jupiter Shares in compliance with Applicable Law or Nasdaq rules,
or other action or omission by PharmAla that prevents lawful issuance, the Issuance Date shall be extended for the affected portion of
the Initial Equity Consideration until five (5) Business Days after such failure has been cured, and PharmAla shall not have the cash
election described in this sentence with respect to such affected portion during such extension period. For clarity, nothing in this
Section 3.2(b) shall require Jupiter to issue any Jupiter Shares in violation of Nasdaq Listing Rule 5635 or any other Applicable Law.
(c)
VWAP Reset. On the date that is five (5) Business Days following the Issuance Date (the “Reset Date”):
(i)
Jupiter shall calculate the VWAP of the Jupiter Shares for the period of the Pricing Window (the “Reset VWAP”). If
the Reset VWAP is less than the Initial Issuance Price, Jupiter shall, no later than two (2) Business Days following the Reset Date,
issue to PharmAla, without further consideration, that additional number of Jupiter Shares (the “Reset Shares”) such
that, after giving effect to the issuance of the Reset Shares, the aggregate number of Jupiter Shares held by PharmAla in respect of
the Equity Consideration, multiplied by the Reset VWAP, equals the Allotted Equity Value.
15
(ii)
Equity Floor Price. Notwithstanding Section 3.2(c)(i), the Reset VWAP shall not be deemed to be lower than the Equity Floor Price.
To the extent that the Allotted Equity Value would, on the basis of the actual Reset VWAP (without regard to the Equity Floor Price),
require the issuance of additional Jupiter Shares beyond the number that would be required to deliver Allotted Equity Value at the Equity
Floor Price, Jupiter shall not issue any further Jupiter Shares in respect of such shortfall but shall instead, no later than ten (10)
Business Days following the Reset Date, pay to PharmAla in cash, by wire transfer of immediately available funds, an amount equal to
(A) the Allotted Equity Value minus (B) the aggregate value of the Initial Equity Consideration plus the Reset Shares issuable at the
Equity Floor Price, valued at the Equity Floor Price. Any shortfall in the Allotted Equity Value resulting from the application of the
Equity Floor Price, the Exchange Cap or any applicable Nasdaq or securities law restriction shall be satisfied in cash within five (5)
Business Days following the Reset Date, and no Jupiter Shares shall be issued if such issuance would violate Nasdaq Listing Rule 5635
or any other Applicable Law. Any cash amount payable under this Section 3.2(c)(ii) shall be a payment obligation under Article 3 and
failure to pay such amount when due shall constitute a payment default and material breach. If the Jupiter Shares are suspended from
trading or not listed on the Nasdaq Capital Market during any portion of the Pricing Window, then the Reset VWAP shall be calculated
using the last available trading price for the Jupiter Shares unless PharmAla elects to receive the affected portion of the Allotted
Equity Value in cash.
(iii)
No Downward Adjustment. Under no circumstances shall the number of Jupiter Shares issued to PharmAla in respect of the Equity
Consideration be reduced from the Initial Equity Consideration, irrespective of the Reset VWAP.
(d)
Securities Law Matters; Investor Representations of PharmAla. PharmAla hereby represents and warrants to Jupiter, as of the Effective
Date and as of the Issuance Date (and, with respect to any Reset Shares or Development Milestone Payment shares, as of each date of issuance
thereof), as follows:
(i)
PharmAla is, and on each date on which Jupiter Shares are issued to PharmAla hereunder will be, an “accredited investor”
as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, or a “qualified institutional buyer” as defined
in Rule 144A under the Securities Act, and PharmAla has such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the Jupiter Shares;
(ii)
PharmAla is acquiring the Equity Consideration (and any Reset Shares and Development Milestone Payment shares) for its own account for
investment purposes only and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the
Securities Act or any other applicable securities laws, and PharmAla does not have any present intention or arrangement to effect any
distribution or sale of such securities;
(iii)
PharmAla understands that the Jupiter Shares constituting the Equity Consideration (and any Reset Shares and Development Milestone Payment
shares) have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction,
and are being issued in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b)
of Regulation D promulgated thereunder (and, to the extent applicable, Regulation S), and that Jupiter’s reliance on such exemptions
is based in material part on PharmAla’s representations set forth in this Section 3.2(c)(iii);
16
(iv)
PharmAla understands that the Jupiter Shares constituting the Equity Consideration will be “restricted securities” within
the meaning of Rule 144 under the Securities Act and may not be offered, sold, pledged, assigned or otherwise transferred except (A)
pursuant to an effective registration statement under the Securities Act, (B) pursuant to Rule 144 under the Securities Act (if available)
or another applicable exemption from the registration requirements of the Securities Act, or (C) in a transaction that does not require
registration under the Securities Act, and in each case in accordance with any applicable state securities laws;
(v)
PharmAla acknowledges that the certificates or book-entry notations representing the Jupiter Shares issued hereunder will bear a restrictive
legend in substantially the following form (or such other form as Jupiter’s counsel may reasonably require): “THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR AN APPLICABLE EXEMPTION FROM REGISTRATION.”;
(vi)
no general solicitation or general advertising (within the meaning of Regulation D) was used by Jupiter or, to PharmAla’s knowledge,
any other Person acting on Jupiter’s behalf in connection with the offer or sale of the Equity Consideration to PharmAla;
(vii)
PharmAla has been afforded the opportunity to ask questions of, and receive answers from, duly authorized representatives of Jupiter
concerning the terms and conditions of the issuance of the Equity Consideration and has had access to such financial and other information
regarding Jupiter as PharmAla has deemed necessary in connection with its decision to acquire the Jupiter Shares, including Jupiter’s
filings with the SEC;
(viii)
PharmAla has not relied on Jupiter or any Person acting on Jupiter’s behalf in making its investment decision, other than on the
representations, warranties and covenants of Jupiter expressly set forth in this Agreement, and PharmAla has made its own independent
investigation and assessment of Jupiter and the Jupiter Shares;
(ix)
PharmAla represents and warrants that, in entering into this Agreement, PharmAla is not relying upon, and acknowledges that neither Jupiter
nor any of its Representatives has made, any representation or warranty regarding (a) the availability of Rule 144 or any other exemption
from registration under the Securities Act for the resale of the Jupiter Shares, (b) the timing of any resale of the Jupiter Shares,
(c) the liquidity of the Jupiter Shares or the existence of a trading market therefor, or (d) the future trading price, market value
or performance of the Jupiter Shares; and
(x)
The representations and warranties of PharmAla in this Section 3.2(c)(iii) shall survive the issuance of the Jupiter Shares and shall
not be affected by any termination or expiration of this Agreement.
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(e)
Excess Shares; Stockholder Approval. Any Jupiter Shares that cannot be issued due to the Exchange Cap (as defined in Section 3.2(b))
shall be held in reserve (the “Reserved Shares”) and shall not be issued until Jupiter obtains stockholder approval
as required by Nasdaq Listing Rule 5635. Jupiter shall use commercially reasonable efforts to obtain such stockholder approval at the
next annual meeting of stockholders following the Issuance Date (or at a special meeting called for that purpose, at Jupiter’s
election), but in no event later than one hundred eighty (180) days following the Issuance Date (the “Approval Deadline”).
If stockholder approval is not obtained by the Approval Deadline, or if Jupiter reasonably determines that the Reserved Shares may not
be issued under Applicable Law or Nasdaq rules notwithstanding receipt of stockholder approval, then, in lieu of issuing any Jupiter
Shares that cannot be issued by reason of the Exchange Cap, Jupiter shall pay to PharmAla in cash, within five (5) Business Days thereafter,
an amount equal to the value of such unissued Jupiter Shares, valued at the applicable issuance price, and subject to the VWAP Reset
Mechanic described in Section 3.2 mutatis mutandis. Failure to make such cash payment when due shall constitute a payment default and
material breach. For clarity, nothing in this Section 3.2(e) shall require Jupiter to issue any Jupiter Shares in violation of Nasdaq
Listing Rule 5635 or Applicable Law.
(f)
Lock-Up. PharmAla agrees that, during the period beginning on the Issuance Date and ending on the one hundred and twentieth (120th)
day thereafter (the “Lock-up Period”), it shall not, directly or indirectly, transfer any Lock-Up Securities. For purposes
of this Section 3.2(f), “Lock-Up Securities” means the Initial Equity Consideration, any Reset Shares, any Reserved
Shares issued during the Lock-Up Period, any Jupiter Shares issued as a Development Milestone Payment during the Lock-Up Period, and
any securities issued or issuable with respect to any of the foregoing by reason of any stock split, stock dividend, recapitalization,
reclassification or similar transaction; provided that any Reserved Shares or Development Milestone Payment shares issued after expiration
of the Lock-Up Period shall not be subject to the Lock-Up Period. During the Lock-Up Period, PharmAla shall not (A) offer, sell, contract
to sell, pledge, lend, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any Lock-Up Securities, (B)
enter into any swap, hedge, short sale, derivative or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Lock-Up Securities, or (C) publicly announce any intention to do any of the foregoing. Notwithstanding
the foregoing, the restrictions in this Section 3.2(f) shall not prohibit transfers (i) to an Affiliate of PharmAla, provided that such
Affiliate agrees in writing to be bound by this Section 3.2(f), (ii) pursuant to a bona fide internal reorganization of PharmAla, (iii)
by operation of law, or (iv) with Jupiter’s prior written consent, not to be unreasonably withheld, conditioned or delayed. For
clarity, the Lock-Up Period shall not limit Jupiter’s obligations to file, pursue effectiveness of, maintain or otherwise comply
with the registration obligations set forth in this Agreement.
(g)
Registration Rights. Jupiter shall, within thirty (30) days following the Issuance Date, file with the SEC a registration statement
on Form S-1 (or such other applicable form) registering the Equity Consideration for resale, and shall use commercially reasonable efforts
to cause such registration statement to be declared effective within ninety (90) days of the filing, subject to extension solely as may
be required to respond to SEC comments. Jupiter shall use commercially reasonable efforts to keep such registration statement continuously
effective until the earliest of (i) the date on which all Jupiter Shares covered by such registration statement and held by PharmAla
have been sold pursuant to an effective registration statement, (ii) the date on which all such shares may be sold without volume, manner-of-sale
or current public information restrictions under Rule 144, and (iii) such other date as the Parties may agree in writing. Jupiter shall
promptly notify PharmAla of any SEC comments, stop order, suspension of effectiveness, trading halt, delisting notice or other event
that would reasonably be expected to materially impair PharmAla’s ability to resell the Jupiter Shares. If Jupiter fails to file
the registration statement by the required filing date or fails to cause the registration statement to become effective by the required
effectiveness date, and such failure remains uncured for ten (10) Business Days after written notice from PharmAla, PharmAla shall be
entitled to seek specific performance and any other remedies available under this Agreement, but such failure shall not by itself require
Jupiter to redeem, repurchase or pay in cash the unpaid economic value of the Jupiter Shares that have already been issued to PharmAla.
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(h)
Share Payment Mechanics for Delayed Equity Payments. If any Development Milestone Payment or other amount payable under this Agreement
is payable in whole or in part in Jupiter Shares, then, unless otherwise expressly stated, (i) the cash portion shall be paid in accordance
with the payment deadline applicable to such payment, (ii) the share portion shall be issued no later than thirty (30) days after the
later of the date on which the applicable payment becomes due and the date on which PharmAla has delivered all investor questionnaires,
representation letters, tax forms, transfer-agent documentation and other information reasonably required by Jupiter, its counsel or
its transfer agent to issue such Jupiter Shares in compliance with Applicable Law and Nasdaq rules, (iii) the number of Jupiter Shares
shall be determined using the VWAP principles set forth in Section 3.2, mutatis mutandis, with the pricing period ending on the trading
day immediately preceding the applicable issuance date, (iv) Jupiter may satisfy the share portion in cash in its sole discretion, and
(v) Jupiter shall not be required to issue any Jupiter Shares to the extent such issuance would violate Nasdaq Listing Rule 5635 or any
other Applicable Law. For clarity, any cash payment in lieu of Jupiter Shares required under this Article 3 shall apply only to Jupiter
Shares that have not been issued as of the applicable payment date or issuance deadline, and nothing in this Agreement shall require
Jupiter to redeem, repurchase or otherwise pay cash in respect of Jupiter Shares that have already been validly issued to PharmAla, except
pursuant to a separate written agreement entered into after such issuance and in compliance with Applicable Law.
3.3
Adjustments for Corporate Actions. If, at any time between the Effective Date and the date that is twelve (12) months following the
Issuance Date, Jupiter (a) declares any stock dividend or stock distribution, (b) subdivides, splits, combines or reclassifies its outstanding
shares, or (c) effects any recapitalization, reorganization, merger, amalgamation, plan of arrangement, consolidation, share exchange
or similar transaction, then the number of Jupiter Shares issuable as Equity Consideration (including the Reset Shares), the Initial
Issuance Price and the Equity Floor Price shall each be appropriately and equitably adjusted to preserve the economic benefit intended
to be conferred on PharmAla under this Article 3.
3.4
Development Milestone Payments. Jupiter shall make the following Development milestone payments to PharmAla, each of which shall
be payable no later than thirty (30) days following the first achievement of the applicable milestone event by Jupiter, its Affiliates
or any Sublicensee (each, a “Development Milestone Payment”):
Milestone
Event
Payment
Form
First
dosing of the first patient in a Phase 3 Clinical Trial of a Licensed Product in the Territory
US$3,333,333
Fifty
percent (50%) in cash and fifty percent (50%), at PharmAla’s election by written notice delivered within five (5) Business
Days after achievement of the milestone, in cash or Jupiter Shares; provided that, if PharmAla does not timely deliver such election
notice, such fifty percent (50%) portion shall be payable in cash; and provided further that any Jupiter Shares issued in respect
of such portion shall be issued in accordance with Section 3.2(h).
First
approval by FDA of an NDA for a Licensed Product
US$20,000,000
Cash
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Each
Development Milestone Payment shall be payable once and only once, irrespective of the number of Licensed Products, indications or formulations
to which it relates, and the total amounts payable by Jupiter under this Section 3.4 is US$23,333,333.
3.5
Commercialization Milestone Payments. Jupiter shall make the following commercialization milestone payments to PharmAla, each of
which shall be payable in cash no later than sixty (60) days following the end of the Calendar Quarter in which the applicable Net Sales
threshold is first achieved (each, a “Commercialization Milestone Payment”):
Net
Sales Threshold in the Territory
Payment
1
US$333,333,333
US$10,000,000
2
US$1,000,000,000
US$30,000,000
3
US$2,000,000,000
US$33,333,333
Each
Commercialization Milestone Payment shall be payable once and only once upon first achievement of the applicable threshold and irrespective
of the number of Licensed Products, indications or formulations, and the total amounts payable by Jupiter under this Section 3.5 is US$73,333,333.
Jupiter
shall notify PharmAla in writing within five (5) Business Days after Jupiter becomes aware that any Net Sales threshold has been achieved
or is reasonably expected to be achieved during the applicable Calendar Quarter.
3.6
Royalties
(a)
Royalty Rate. Commencing from and after the Calendar Quarter in which the third (3rd) Commercialization Milestone Payment
becomes payable, Jupiter shall pay to PharmAla a royalty of three percent (3%) of Net Sales of Licensed Products in the Territory during
the Term (the “Royalty”). The Royalty shall not be subject to any cap, floor or step-down.
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(b)
Royalty Reports. Within forty-five (45) days following the end of each Calendar Quarter, Jupiter shall deliver to PharmAla a written
report setting forth, in reasonable detail, (i) the gross sales and Net Sales of each Licensed Product in the Territory by Selling Party
for such Calendar Quarter, (ii) the deductions taken from gross sales to arrive at Net Sales, and (iii) the calculation of the Royalty
payable for such Calendar Quarter. The Royalty payable in respect of any Calendar Quarter shall be paid simultaneously with the delivery
of the corresponding royalty report.
(c)
No Stacking. Jupiter shall not be entitled to reduce, offset or otherwise deduct any amount from the Royalty payable to PharmAla
on account of (i) any royalty or other consideration payable by Jupiter to any Third Party in respect of any Intellectual Property Rights
or other rights necessary or useful for the Development, Manufacture or Commercialization of Licensed Products, or (ii) any taxes, withholding
obligations or other governmental charges (other than as expressly permitted under Section 3.9).
3.7
Payment Mechanics
(a)
Currency. All payments under this Agreement shall be made in United States dollars by wire transfer of immediately available funds
to a bank account designated in writing by PharmAla at least fifteen (15) Business Days prior to the relevant payment date.
(b)
Late Payments. Any amount not paid by Jupiter when due under this Agreement shall bear interest from the date due until the date
paid in full at an annual rate equal to the lesser of (i) the prime rate as published by the Wall Street Journal on the date such payment
was due, plus two percent (2%), and (ii) the maximum rate permitted by Applicable Law, in each case calculated daily and compounded monthly;
provided, however, that interest shall not accrue on amounts disputed in good faith during the period of dispute. Jupiter shall
pay all undisputed portions of any invoice or payment obligation when due, and only the specifically disputed portion may be withheld
pending resolution of the dispute.
(c)
Set-Off. Except as permitted in Section 3.10(a), Jupiter shall have no right to set off, withhold, offset or reduce any amount
payable to PharmAla under this Agreement against any amount that may be owed (or claimed to be owed) by PharmAla to Jupiter under this
Agreement or any other agreement or arrangement.
3.8
Records and Audit Rights
(a)
Records. Jupiter shall keep, and shall cause each Selling Party to keep, complete, accurate and contemporaneous books and records
sufficient to permit the calculation and verification of all amounts payable under Section 3.4, Section 3.5 and Section 3.6 for a period
of not less than seven (7) years following the Calendar Year to which they relate.
(b)
Audit. Not more than once per Calendar Year, PharmAla shall be entitled, at its own expense, to have an internationally-recognized
independent accounting firm reasonably acceptable to Jupiter and that has executed a reasonable nondisclosure agreement with Jupiter
(the “Auditor”) audit the books and records of Jupiter and the Selling Parties described in Section 3.8(a) upon not
less than thirty (30) days’ prior written notice. The Auditor shall be entitled to review the books and records of any Calendar
Year not previously audited, provided that no Calendar Year more than seven (7) years prior to the date of audit may be audited, and
no period may be audited more than once.
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(c)
Audit Findings. The Auditor will provide to each Party a copy of the report at the same time, which report will include the methodology
and calculations used to determine its findings. If the Auditor’s report identifies an underpayment by Jupiter, Jupiter shall pay
to PharmAla, within thirty (30) days following receipt of the report, the amount of such underpayment, together with interest in accordance
with Section 3.7(b). If the Auditor’s report identifies an underpayment of more than five percent (5%) of the amount actually due
for the audited period, Jupiter shall also reimburse PharmAla for all reasonable and documented costs and expenses of the audit, including
the fees and disbursements of the Auditor.
(d)
Overpayments. If the Auditor’s report identifies an overpayment by Jupiter, the amount of such overpayment shall be credited
against the next succeeding payment(s) due from Jupiter under this Agreement.
3.9
Taxes.
(a)
Withholding. Subject to Section 3.9(b), if any Applicable Law requires Jupiter to deduct or withhold any tax from any payment
to PharmAla under this Agreement, Jupiter shall be entitled to so deduct or withhold and shall timely pay such withheld amount to the
appropriate Governmental Authority. Jupiter shall promptly furnish PharmAla with an official receipt or other documentation evidencing
the payment of such withheld tax. Jupiter’s remittance of such withheld taxes to the appropriate Governmental Authority, together
with payment to PharmAla of the remaining amount owed under this Agreement, shall constitute full satisfaction of the applicable payment
due to PharmAla.
(b)
Cooperation; Treaty Benefits. The Parties shall cooperate in good faith and execute such documents as may be reasonably required
to enable PharmAla to claim the benefit of any applicable tax treaty, including the Canada–United States Tax Convention,
and to minimize or eliminate any withholding tax obligations of Jupiter. The Parties will reasonably cooperate with each other in good
faith in accordance with Applicable Laws to minimize taxes payable in connection with this Agreement, including by claiming any exemption
from any required taxes or withholdings (or additional taxes or double taxation) and seeking any refund of taxes paid or withheld, under
any Applicable Laws or regulation or treaty from time to time in force. If a Governmental Authority retroactively determines that a payment
made by Jupiter to PharmAla pursuant to this Agreement should have been subject to withholding or similar (or to additional withholding
or similar) taxes, and Jupiter remits such withholding or similar taxes to the Governmental Authority, including any interest and penalties
that may be imposed thereon (together with the tax paid, the “Withholding Amount”), Jupiter shall be responsible for
such Withholding Amount, and shall not have the right (i) to offset the Withholding Amount against future payment obligations of Jupiter
under this Agreement, (ii) to invoice PharmAla for the Withholding Amount or (iii) to pursue reimbursement against PharmAla. Notwithstanding
anything to the contrary in this Agreement, if a Party redomiciles, assigns its rights or obligations under this Agreement, and/or takes
any other action (each, a “Tax Action” and such Party, the “Acting Party”), and, as a result of
such Tax Action, the amount of tax required to be withheld under Section 3.9(a) in respect of a payment to the other Party (the “Non-Acting
Party”) is greater than the amount of such tax that would have been required to have been withheld absent such Tax Action,
then any such amount payable to the Non-Acting Party shall be adjusted to take into account such withholding taxes as may be necessary
so that, after making all required withholdings or credits (including calculating the creditability of any withheld tax), the Non-Acting
Party receives an amount equal to the sum it would have received had no such Tax Action occurred. The obligation to adjust payments pursuant
to the preceding sentence shall not apply, however, to the extent such increased withholding tax (1) would not have been imposed but
for a Tax Action taken by the Party receiving the payment subject to withholding under Section 3.9(a) or (2) is attributable to the failure
by the Non-Acting Party to comply with the requirements of this Section 3.9(b). For purposes of this Section 3.9(b), a “redomiciliation”
shall include a reincorporation or other action resulting in a change in tax residence of the applicable Party or its assignee.
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(c)
Sales and Indirect Taxes. Any sales, use, value-added, goods-and-services or similar transactional taxes payable in connection
with any payment made by Jupiter to PharmAla shall be for the account of Jupiter and shall be in addition to (and shall not reduce) the
amounts payable to PharmAla hereunder.
ARTICLE
4 — DEVELOPMENT AND COMMERCIALIZATION
4.1
Diligence. Jupiter has the exclusive right to Develop Licensed Products in the Territory and shall (itself or through its Affiliates
or Sublicensees) use Commercially Reasonable Efforts, at its (or their) sole cost and expense, to Develop, obtain Regulatory Approval
for, and Commercialize Licensed Products in the Territory. Without limiting the generality of the foregoing, Jupiter shall (itself or
through its Affiliates or Sublicensees):
(a)
at all times maintain qualified personnel and adequate financial and operational resources reasonably necessary to perform its obligations
under this Agreement;
(b)
use Commercially Reasonable Efforts to initiate, conduct, complete and report Development activities, including clinical trials, in accordance
with the Development Plan and Development Timeline;
(c)
timely make all required filings with, and submissions to, the FDA and other Regulatory Authorities; and
(d)
following Regulatory Approval, use Commercially Reasonable Efforts to undertake the commercial launch of the applicable Licensed Product
in the Territory within twelve (12) months following such Regulatory Approval.
Jupiter’s
lack of financing, standing alone, shall not excuse Jupiter’s failure to meet the Development Timeline or to use Commercially Reasonable
Efforts.
4.2
Development Plan and Timeline. The initial Development Plan and Development Timeline are set forth in Schedule D.
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4.3
Progress Reports. Within thirty (30) days following the end of each Calendar Quarter during the Term until First Commercial Sale,
and thereafter on an annual basis, Jupiter shall deliver to PharmAla a written report describing in reasonable detail with respect to
Licensed Products: (a) the Development activities conducted by Jupiter, its Affiliates and Sublicensees during the period covered by
such report, (b) Jupiter’s progress against the Development Timeline, (c) any material communications with Regulatory Authorities,
(d) any safety or clinical findings of material significance, and (e) Jupiter’s anticipated Development activities for the following
reporting period. PharmAla shall be entitled, upon not less than thirty (30) days’ prior written notice, to meet with senior
representatives of Jupiter (by videoconference unless otherwise agreed by the Parties) to discuss any such report. Jupiter shall notify
PharmAla in writing within a reasonable time after Jupiter becomes aware of any actual or reasonably anticipated failure to achieve any
Development Event by the applicable deadline in Schedule D.
4.4
Regulatory Responsibilities
(a)
Sponsor. Jupiter shall, as of the Effective Date, become the holder and sponsor of record of all Regulatory Approvals and Regulatory
Documentation for Licensed Products in the Territory. The Parties shall cooperate in good faith to effect the transfer to Jupiter (or
its designee) of all such Regulatory Approvals and Regulatory Documentation as promptly as practicable following the Effective Date.
(b)
Pharmacovigilance. The Parties shall, no later than ninety (90) days following the Effective Date, enter into a pharmacovigilance
and safety data exchange agreement consistent with industry standards and the requirements of the FDA and other applicable Regulatory
Authorities.
(c)
Right of Reference. Each Party hereby grants to the other Party a non-exclusive, free of charge, fully paid up, royalty-free right
of reference under all Regulatory Documentation owned or controlled by such Party relating to ALA-002 or Licensed Products, in each case
for the sole and limited purpose of seeking, obtaining and maintaining Regulatory Approvals of ALA-002 and Licensed Products in the other
Party’s territory.
(d)
Communications with Regulatory Authorities. Each Party shall keep the other Party reasonably informed of material communications
and meetings with the FDA and other Regulatory Authorities relating to Licensed Products, and shall provide the other Party, within ten
(10) Business Days, with copies of material correspondence with such Regulatory Authorities (excluding routine administrative correspondence).
4.5
Manufacturing and Supply
(a)
Manufacturing Responsibility. As between the Parties, Jupiter shall have the sole and exclusive responsibility, at its sole cost
and expense, for its Manufacture of ALA-002 and Licensed Products for use in the Territory.
(b)
Supply. At Jupiter’s request, PharmAla shall arrange for the supply of GMP-grade ALA-002 drug substance and/or Drug Product
to Jupiter on a commercial basis pursuant to a separate supply agreement to be negotiated by the Parties in good faith, on arm’s-length
terms and with customary supply agreement provisions, and in accordance with the following terms: (i) PharmAla will supply Jupiter’s
requirements for ALA-002 for clinical trials in accordance with the volumes agreed by the Parties through an agreed forecast mechanism;
(ii) unit size is either a [***] or [***] dosage, at Jupiter’s request; (iii) the price for each unit is a maximum of [***]; (iv)
GMP placebo capsules (in any amount) are supplied for a flat fee of [***]; and (v) the lead time is [***] from receipt of a binding purchase
order that complies with the agreed forecast. No supply obligation shall arise unless and until the Parties have entered into the supply
agreement and quality agreement contemplated by this Section 4.5(b).
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(c)
Manufacturing Technology Transfer. PharmAla shall provide to Jupiter, on a one-time basis, a technology transfer of the Manufacturing
process for ALA-002 sufficient to enable Jupiter (or a Manufacturing Affiliate or contract manufacturer designated by Jupiter and located
in the Territory) to Manufacture ALA-002. Such technology transfer shall be conducted by mutually-agreed personnel and at mutually-agreed
times, and Jupiter shall reimburse PharmAla for its reasonable and documented out-of-pocket costs and FTE costs incurred in connection
therewith at a rate to be agreed. Jupiter shall use any manufacturing technology, CMC Data, Manufacturing process information or related
Licensed Know-How provided by PharmAla solely for the Development, Manufacture and Commercialization of Licensed Products in the Field
in the Territory and solely in accordance with this Agreement. Jupiter shall not use or permit the use of such information for any product
outside the Territory, outside the Field, or for any product other than ALA-002 or a Licensed Product. Any contract manufacturer designated
by Jupiter shall be subject to written obligations of confidentiality, non-use, non-disclosure, regulatory compliance and territorial
restriction no less protective of PharmAla than those set forth in this Agreement.
ARTICLE
5 — INTELLECTUAL PROPERTY
5.1
Ownership
(a)
Background IP. As between the Parties, all Intellectual Property Rights Controlled by a Party as of the Effective Date shall remain
owned by such Party, subject only to the licenses expressly granted in this Agreement.
(b)
Improvements. All Jupiter Improvements shall, as between the Parties, be exclusively owned by Jupiter. Jupiter may grant to PharmAla
a nonexclusive, sublicensable (including to PharmAla’s licensees and sublicensees outside the Territory) license under the Jupiter
Improvements to Develop, Manufacture and Commercialize ALA-002 and Licensed Products outside
the Territory on commercially reasonable financial terms (which may include an upfront fee, milestone payments and/or royalties) to be
negotiated by the Parties in good faith and set out in a written agreement to be entered into by the Parties.
(c)
PharmAla Improvements. Other than Licensed Patents, all Intellectual Property Rights conceived, developed, reduced to practice
or otherwise generated by or on behalf of PharmAla, its Affiliates or licensees during the Term in connection with ALA-002 or any Licensed
Product shall be owned by PharmAla and may be licensed to Jupiter. Such license shall be granted on financial terms (which may include
an upfront fee, milestone payments and/or royalties) to be negotiated by the Parties in good faith and set out in a written agreement
to be entered into by the Parties.
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5.2
Patent Prosecution and Maintenance
(a)
Jupiter Responsibility. Effective from and after the Effective Date, Jupiter shall, at its sole cost and expense, have responsibility
for the preparation, filing, prosecution, defense and maintenance of all Licensed Patents in the Territory, including the right to select
and direct patent counsel for all such matters and to apply for any patent term extensions (including supplementary protection certificates).
PharmAla shall, within thirty (30) days of the Effective Date, deliver to Jupiter all data, records and files in PharmAla’s possession
or control that relate to the Licensed Patents in the Territory and shall take such further actions and execute such further documents
as Jupiter may reasonably request from time to time to allow a smooth, efficient and effective transition to Jupiter of such activities
in the Territory.
(b)
Notice of Inability to Pay. If Jupiter is unable or unwilling to pay any maintenance fee or other Patent Cost in respect of any
Licensed Patent in the Territory by the applicable payment deadline, Jupiter shall provide PharmAla with not less than thirty (30) days’
prior written notice, or such shorter period as may be practicable if the applicable deadline is less than thirty (30) days away of such
inability or unwillingness. PharmAla may, without obligation, pay any Patent Cost or take any action necessary to avoid abandonment,
lapse or loss of rights, and Jupiter shall reimburse PharmAla for all reasonable out-of-pocket costs incurred in such activities within
ten (10) Business Days of invoice.
(c)
Material Breach; Reversion. Subject to Section 5.2(b), any failure by Jupiter to pay any Patent Cost in respect of any Licensed
Patent in the Territory by the applicable deadline that results, or would reasonably be expected to result, in the abandonment, lapse
or loss of rights in such Licensed Patent shall constitute a material breach of this Agreement, and PharmAla shall be entitled, at its
election and without prejudice to its other remedies, to (i) assume prosecution and maintenance of such Licensed Patent at Jupiter’s
expense and/or (ii) terminate the license under Section 2.1 with respect to the affected Licensed Patent by notice to Jupiter, which
shall thereupon be excluded from the license; provided, however, that if Jupiter pays or reimburses such Patent Cost within thirty
(30) days of receipt of such notice, then PharmAla shall not terminate Jupiter’s license to such Licensed Patent.
(d)
MDMA Cooperation. PharmAla shall provide reasonable cooperation to Jupiter in connection with prosecution and maintenance activities,
including by providing access to inventors and executing assignment, declaration or other documents reasonably necessary to effectuate
prosecution.
(e)
PharmAla Step-In. If Jupiter elects not to prepare, file, prosecute, defend or maintain any Licensed Patent in the Territory,
Jupiter shall provide PharmAla with not less than sixty (60) days’ prior written notice and, at PharmAla’s election, PharmAla
shall be entitled (but not obliged) to assume responsibility for the prosecution and maintenance of such Licensed Patent at PharmAla’s
sole cost. In such case, the Licensed Patent in question shall thereafter be excluded from the license granted under Section 2.1.
(f)
Patent Listing. Jupiter shall have the sole and exclusive right to make all patent listings (such as the FDA Orange Book, Purple
Book and any foreign equivalent) of any Licensed Patents with respect to any Licensed Product in the Territory.
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5.3
Enforcement of Licensed Patents
(a)
Notice. Each Party shall notify the other Party in writing promptly upon becoming aware of (i) any actual or suspected infringement
of any Licensed Patent or misappropriation of any Licensed Know-How in the Territory and (ii) any allegation by any Third Party that
the practice of any Licensed Patent in the Territory infringes any Intellectual Property Rights of such Third Party.
(b)
First Right. Jupiter shall have the first right (but not the obligation), at its sole cost and expense, to bring and control any
action or proceeding to enforce any Licensed Patent against any Third Party in the Territory and to defend any claim of invalidity, unenforceability
or non-infringement asserted against any Licensed Patent in the Territory. PharmAla shall provide reasonable cooperation to Jupiter in
connection with any such action, at Jupiter’s expense.
(c)
PharmAla Step-In. If Jupiter has not initiated such an action within ninety (90) days following written notice from PharmAla (or,
in respect of any abbreviated NDA filing under 21 U.S.C. § 355(j) or any biosimilar application under 42 U.S.C. § 262(k), forty-five
(45) days), PharmAla shall be entitled (but not obliged) to bring such action at its sole cost.
(d)
Cooperation. If a Party brings an enforcement action in accordance with this Section 5.3, the other Party will cooperate fully,
at the enforcing Party’s request and expense, including, if required to bring such action, the furnishing of a power of attorney
or being named as a party. The enforcing Party will not enter into any settlement or compromise of any action under this Section 5.3
that would impose any cost or liability on the other Party without the written consent of such other Party.
(e)
Recoveries. Any monetary recovery from any action contemplated by this Section 5.3, after reimbursement of the litigation costs
of the Party that controlled the action, shall be (i) if recovered by Jupiter, treated as Net Sales of the relevant Licensed Product
for the purposes of Section 3.6, and (ii) if recovered by PharmAla, retained by PharmAla.
5.4
No Challenge. Except to the extent unenforceable under Applicable Law, Jupiter shall not, and shall cause its Affiliates and Sublicensees
not to voluntarily challenge the validity, scope, enforceability or PharmAla’s ownership of any Licensed Patent (a “Patent
Challenge”), whether before any court, the Patent Trial and Appeal Board (including by way of inter partes review or post-grant
review), the USPTO or any other Governmental Authority. Any Patent Challenge brought by Jupiter, its Affiliates or any of its Sublicensees
shall, at PharmAla’s election by written notice, constitute a material breach of this Agreement entitling PharmAla to terminate
this Agreement pursuant to Section 10.2. Notwithstanding the foregoing (i) if Jupiter or its applicable Affiliate withdraws (or causes
to be withdrawn) such challenge within thirty (30) days after being requested to do so by PharmAla in writing, PharmAla shall have no
right to terminate this Agreement pursuant to this Section 5.4; or (ii) if such challenge is maintained or is not capable of being withdrawn
and terminated, PharmAla shall have the right to terminate this Agreement on sixty (60) days’ written notice to Jupiter. For the
avoidance of doubt, PharmAla shall have no right to terminate this Agreement pursuant to this Section 5.4 if: (A) Jupiter or its Affiliate
or Sublicensee is challenging the validity, enforceability, or patentability of the applicable Licensed Patent as part of a defense or
counterclaim against a claim that Jupiter or its Affiliate or Sublicensee is infringing such Licensed Patent; (B) such proceedings are
commenced or assisted by a Sublicensee, and Jupiter or its Affiliate promptly terminates such Sublicensee’s sublicense to any Licensed
Patent (in all cases within sixty (60) days of the commencement of such proceeding); (C) such proceedings are commenced or assisted by
an Affiliate of Jupiter that first becomes such an Affiliate as a result of an acquisition of all or any part of Jupiter’s or any
of its Affiliates, where such new Affiliate was participating in such proceedings prior to such acquisition; provided that such acquired
Affiliate is not permitted to access PharmAla Confidential Information, Licensed Know-How or Licensed Regulatory Documentation unless
and until such proceeding has been terminated or appropriate information barriers consistent with industry standards have been implemented;
(D) Jupiter is responding to a court request, subpoena, or order, or an administrative agency request or order, or the applicable proceedings
are initiated by a patent office and not at the instigation of Jupiter or any of its Affiliates or Sublicensees; or (E) Jupiter or its
applicable Affiliate or Sublicensee is merely making arguments that distinguish the inventions claimed in a Patent controlled by Jupiter
or its applicable Affiliate or Sublicensee from those claimed in any Licensed Patent in the ordinary course of ex parte prosecution of
such Patents.
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ARTICLE
6 — CONFIDENTIALITY; PUBLICITY
6.1
Confidentiality Obligations
(a)
Confidential Information. “Confidential Information” of a Party (the “Disclosing Party”)
means all non-public information disclosed by or on behalf of such Party to the other Party (the “Receiving Party”)
or its representatives, in any form or medium, in connection with this Agreement, that (i) is marked as confidential or proprietary;
(ii) is identified at the time of disclosure as confidential or proprietary; or (iii) by its nature and/or the circumstances of disclosure
would reasonably be considered confidential, including the existence and terms of this Agreement, all Licensed Know-How, all CMC Data
and all clinical, pre-clinical, regulatory and commercial information.
(b)
Obligations. During the Term and for a period of ten (10) years thereafter (or, in the case of Confidential Information that constitutes
a trade secret, for so long as such information continues to constitute a trade secret under Applicable Law), the Receiving Party shall
(i) hold Confidential Information of the Disclosing Party in confidence; (ii) use such Confidential Information solely for the purpose
of exercising its rights and performing its obligations under this Agreement; and (iii) not disclose such Confidential Information to
any Third Party, except as expressly permitted by this Article 6.
6.2
Exceptions. The obligations in Section 6.1(b) do not apply to information that the Receiving Party demonstrates by competent evidence:
(a) was in the public domain at the time of disclosure, or subsequently entered the public domain through no fault of the Receiving Party;
(b) was lawfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party, without obligation of confidence,
as shown by the Receiving Party’s business records kept in the ordinary course; (c) was lawfully received from a Third Party, as
shown by the Receiving Party’s business records kept in the ordinary course, that was not subject to an obligation of confidence;
or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information,
as shown by the Receiving Party’s business records kept in the ordinary course.
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6.3
Permitted Disclosures. The Receiving Party may disclose Confidential Information of the Disclosing Party:
(a)
to its and its Affiliates’ directors, officers, employees, consultants, agents and professional advisors who have a need to know
such information for the purposes of this Agreement and who are bound by obligations of confidentiality and use restrictions at least
as restrictive as those set forth in this Article 6;
(b)
to actual or prospective sublicensees, collaborators, financing sources, investors, acquirers or merger partners, on a need-to-know basis
and under written confidentiality obligations consistent with this Article 6; except that that Jupiter shall not disclose PharmAla’s
Confidential Information comprising Licensed Know-How, CMC Data or Licensed Regulatory Documentation to any Person engaged in a Competing
Business except with PharmAla’s prior written consent, which may be withheld in PharmAla’s sole discretion, or pursuant to
a process reasonably designed to protect PharmAla’s retained rights and Confidential Information; and
(c)
as required by Applicable Law, by the rules of any securities exchange on which the Receiving Party’s (or its Affiliate’s)
securities are listed (including Nasdaq and the CSE), or by binding order or process of a Governmental Authority or arbitrator, provided
that, to the extent legally permitted, the Receiving Party shall (i) give the Disclosing Party prompt advance notice of such required
disclosure, (ii) use reasonable efforts to limit such disclosure and to obtain confidential treatment for the information disclosed,
and (iii) cooperate with the Disclosing Party, at the Disclosing Party’s request and expense, in any effort by the Disclosing Party
to obtain a protective order or similar protection.
Jupiter
may disclose PharmAla’s Confidential Information to Regulatory Authorities to the extent required to obtain or maintain Regulatory
Approvals of Licensed Products in the Territory or to comply with any other regulatory obligation.
6.4
Public Announcements
(a)
Initial Filings. Within four (4) Business Days following the Effective Date, and subject to receipt of all reasonably required
information from the other Party, each Party shall make such regulatory, securities and public filings as are required by Applicable
Law and applicable stock exchange rules in respect of this Agreement.
(b)
Press Releases. The Parties have agreed upon the content of and timing for the release of a joint press release substantially
in the form attached hereto as Schedule E (the “Initial Press Release”). Except for the Initial Press Release,
neither Party shall issue any press release or public announcement relating to this Agreement or the transactions contemplated hereby
without first providing the proposed announcement to the other Party for review at least forty-eight (48) hours prior to publication,
except that Jupiter and its Affiliates and Sublicensees may, without PharmAla’s prior approval, make public statements, press releases,
and other public disclosures regarding their exploitation of Licensed Products that do not disclose PharmAla’s Confidential Information.
The other Party’s approval of any such proposed announcement shall not be unreasonably withheld, conditioned or delayed.
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(c)
Securities Law Filings. Notwithstanding Section 6.4(b), each Party may make such disclosures, news releases, Current Reports on
Form 8-K, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, registration statements, prospectuses, resale-registration filings,
material change reports, confidential material change reports, CSE filings, SEDAR+ filings, EDGAR filings, Nasdaq notifications and other
filings with the SEC, the CSE, the Nasdaq Capital Market, SEDAR+, EDGAR, any Securities Regulatory Authority, stock exchange, market
regulator or Governmental Authority as such Party determines, acting reasonably and on advice of counsel, are required or advisable under
Applicable Law or the rules or policies of any securities exchange or securities regulatory authority, including the filing or furnishing
of this Agreement, or a summary of its material terms, as a material contract or material definitive agreement. Any consultation contemplated
by this Section 6.4(c) shall not give the non-filing Party any consent, approval or veto right, shall not require disclosure of legally
privileged advice, and shall not delay or limit any filing, news release, material change report, trading-halt communication, SEDAR+
filing, EDGAR filing, Nasdaq notification or other disclosure that the filing Party determines, acting reasonably and on advice of counsel,
is required or advisable to comply with Applicable Law or applicable stock exchange, market-regulator or securities regulatory authority
requirements. To the extent this Agreement is filed as a material contract or exhibit, the filing Party may seek confidential treatment
or make redactions, as applicable, in accordance with Regulation S-K Item 601(b)(10)(iv), Instructions 5 and 6 to Item 1.01 of Form 8-K,
Rule 406 under the Securities Act, Rule 24b-2 under the Exchange Act, Rule 83 under the SEC’s Rules of Practice, National Instrument
51-102, CSE policies, SEDAR+ procedures and any other applicable procedures, including by marking the exhibit index, including required
legends, bracketing omitted information and providing unredacted copies and supporting analyses to the SEC, its staff or any Canadian
securities regulatory authority upon request. Each Party shall cooperate in good faith and on a timely basis with the other Party in
connection with any filing of this Agreement or any disclosure relating to this Agreement, including by providing reasonable comments
on proposed disclosure, identifying Confidential Information that it reasonably believes may be omitted or redacted under applicable
rules, providing redacted and unredacted copies reasonably required for filing or regulator-review purposes, and supporting any confidential
treatment, redaction, Rule 83, SEDAR+ confidential filing or similar request, provided that the filing Party shall retain final responsibility
for the content, timing and legal sufficiency of its own filings and disclosures. For clarity, nothing in this Agreement shall restrict
PharmAla from making any disclosure, news release, material change report, confidential material change report, CSE filing, SEDAR+ filing
or other filing that PharmAla determines, acting reasonably and on advice of counsel, is required or advisable under applicable Canadian
securities laws, National Instrument 51-102, the rules and policies of the CSE or any other Applicable Law. For the avoidance of doubt,
nothing in this Agreement shall restrict Jupiter from making Nasdaq notification, SEC filing, press release or other filing or disclosure
that Jupiter determines, acting reasonably and on advice of counsel, is required or advisable under United States federal securities
laws, the rules of the SEC, the rules of the Nasdaq Capital Market or any other Applicable Law.
6.5
Superseding Confidentiality Agreement. The mutual confidentiality agreement between the Parties dated April 30, 2026 (the “Existing
CDA”) shall remain in full force and effect with respect to disclosures made prior to the Effective Date. From and after the
Effective Date, the provisions of this Article 6 shall govern all disclosures made under or in connection with this Agreement; provided
that all Confidential Information disclosed under the Existing CDA shall continue to be subject to the confidentiality obligations of
this Article 6.
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ARTICLE
7 — REPRESENTATIONS AND WARRANTIES
7.1
Mutual Representations and Warranties. Each Party represents and warrants to the other Party, as of the Effective Date, that:
(a)
it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;
(b)
it has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and all corporate
actions on its part necessary for such authorization and execution have been duly taken;
(c)
this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws of general application affecting creditors’
rights and to general principles of equity;
(d)
the execution and delivery of, and performance of its obligations under, this Agreement do not and will not (i) violate its constating
documents, (ii) violate any Applicable Law, or (iii) conflict with, result in a breach of, or constitute a default under any agreement
or instrument by which it is bound or to which any of its assets is subject;
(e)
no consent, approval, authorization or filing with any Governmental Authority or Third Party is required to be obtained or made by such
Party in connection with the execution, delivery and performance of this Agreement, other than (i) such filings as may be required under
Applicable Law (including securities law filings), and (ii) shareholder approval of Jupiter as may be required by the rules of the Nasdaq
Capital Market, and shareholder approval of PharmAla only to the extent required by Applicable Law, PharmAla’s constating documents
or the rules and policies of the CSE;
(f)
to its knowledge, neither it nor any of its Affiliates, or its or its Affiliates’ directors, officers, employees, distributors,
agents, representatives, sales intermediaries or other Third Parties acting on behalf of such Party or any of its Affiliates:
(i)
has taken any action in violation of any applicable anti-corruption law, including the U.S. Foreign Corrupt Practices Act (15 U.S.C.
§ 78 dd-1 et seq.); or
(ii)
has corruptly, offered, paid, given, promised to pay or give, or authorized the payment or gift of anything of value, directly or indirectly,
to any Public Official, for the purposes of: (A) influencing any act or decision of any Public Official in his or her official capacity;
(B) inducing such Public Official to do or omit to do any act in violation of his or her lawful duty; (C) securing any improper advantage;
or (D) inducing such Public Official to use his or her influence with a government, governmental entity, or commercial enterprise owned
or controlled by any government (including state-owned or controlled veterinary or medical facilities) in obtaining or retaining any
business whatsoever; and
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(iii)
none of the officers, directors, or employees of such Party or of any of its Affiliates or agents acting on behalf of such Party or any
of its Affiliates, in each case, that are employed or reside outside the U.S., are themselves Public Officials.
7.2
Representations and Warranties of PharmAla. PharmAla represents and warrants to Jupiter, as of the Effective Date, that:
(a)
Title. PharmAla is the sole and exclusive owner of, or otherwise Controls, the Licensed Intellectual Property and the Assets,
and the Licensed Intellectual Property and the Assets are free and clear of all liens, encumbrances and security interests other than
(i) the licenses expressly granted to Jupiter under this Agreement and (ii) any licenses granted to Affiliates, contractors or licensees
of PharmAla outside the Territory;
(b)
Right. PharmAla Controls the Licensed Intellectual Property and has the right under the Licensed Intellectual Property to grant
all rights and licenses to Jupiter as purported to be granted pursuant to this Agreement, and PharmAla not granted any right or license
to any Third Party under any Licensed Intellectual Property that conflicts with or limits the scope of the rights or licenses granted
to Jupiter hereunder;
(c)
Patents. Schedule A sets forth a complete and accurate list of all Licensed Patents existing as of the Effective Date,
indicating the owner(s) of such Licensed Patents;
(d)
Validity. As of the Effective Date, to PharmAla’s Knowledge, each of the issued Licensed Patents in the Territory is valid
and enforceable. As of the Effective Date, no Third Party has asserted in writing to PharmAla any claim of invalidity or unenforceability
with respect to any such Licensed Patent;
(e)
Non-Infringement. As of the Effective Date, to PharmAla’s Knowledge, the Development, Manufacture and Commercialization
of ALA-002 in the Territory as currently contemplated by the Development Plan does not infringe or misappropriate the Intellectual Property
Rights of any Third Party;
(f)
Compliance with Law. As of the Effective Date, PharmAla has conducted its activities relating to ALA-002 in material compliance
with all Applicable Laws;
(g)
Clinical Data Accuracy. To PharmAla’s Knowledge, the clinical and pre-clinical data contained in the Licensed Regulatory
Documentation are accurate in all material respects and contain no material omissions that would render the data misleading taken as
a whole;
(h)
No Undisclosed Liabilities. PharmAla has no material undisclosed liabilities relating to ALA-002 or the Assets;
(i)
No Litigation. There is no pending or, to PharmAla’s Knowledge, threatened Claim against PharmAla that, if adversely determined,
would reasonably be expected to materially affect the Licensed Intellectual Property or PharmAla’s ability to perform its obligations
under this Agreement;
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(j)
Material Contracts. Each material contract included in the Assets is in full force and effect and, to PharmAla’s Knowledge,
no party thereto is in material breach or default thereunder;
(k)
Sufficiency. The Licensed Intellectual Property and the Assets constitute all Intellectual Property Rights Controlled by PharmAla
as of the Effective Date that are reasonably necessary for Jupiter to Develop, Manufacture and Commercialize Licensed Products in the
Territory in the manner contemplated by the Development Plan as of the Effective Date and except as set forth on Schedule A, neither
PharmAla nor any of its Affiliates owns or Controls any Patent that is necessary or, to PharmAla’s reasonable belief as of the
Effective Date, reasonably useful to Develop, Manufacture, or Commercialize any Licensed Product in the Territory;
(l)
Solvency. PharmAla is solvent and has the financial ability to perform its obligations under this Agreement;
(m)
PharmAla, its Affiliates, and its and their employees, and to PharmAla’s Knowledge, its and their consultants and contractors,
in each case, involved in any activities related to ALA-002 are not, and have not been, debarred or disqualified by any Regulatory Authority;
(n)
no interference, opposition, cancellation or other protest proceeding, nor any litigation proceeding or inter partes review, post grant
review, or covered business methods review, has been filed against a Licensed Patent; and
(o)
there are no legal claims, judgments or settlements against or owed by PharmAla or its Affiliates, or pending or, to PharmAla’s
or its Affiliates’ knowledge, threatened, legal claims or litigation against PharmAla or any of its Affiliates, in each case, relating
to antitrust, anti-competition, anti-bribery or corruption violations.
For
the purposes of this Section 7.2, “PharmAla’s Knowledge” means the actual knowledge of the Chief Executive Officer,
VP of Research and Chief Financial Officer of PharmAla, after reasonable inquiry of PharmAla personnel primarily responsible for the
applicable subject matter, and of PharmAla’s attorneys advising PharmAla on matters relating to the Licensed Intellectual Property,
but in each case without any obligation to conduct freedom-to-operate searches, patent searches or similar investigations.
7.3
Representations and Warranties of Jupiter. Jupiter represents and warrants to PharmAla, as of the Effective Date and as of the Issuance
Date, that:
(a)
Jupiter has the financial capability to satisfy its payment obligations under Article 3, including the Upfront Payment, and to fund the
Development of Licensed Products through First Commercial Sale;
(b)
the Equity Consideration, when issued and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully
paid and non-assessable, and will be issued in compliance with all Applicable Laws (subject to PharmAla’s reciprocal representations
contemplated by Section 3.2(c)(iii));
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(c)
Jupiter’s issued and outstanding share capital has been disclosed in Jupiter’s reports, schedules, forms and other filings
filed with the SEC as required by applicable U.S. securities laws;;
(d)
Jupiter has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC, and
as of their respective filing dates, no such filing contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading; and
(e)
the Jupiter Shares are duly listed for trading on the Nasdaq Capital Market and, except as disclosed in Jupiter’s SEC filings,
Jupiter has received no notice of any pending or threatened delisting proceeding..
7.4
Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THIS ARTICLE 7, NEITHER PARTY MAKES, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS, ANY OTHER
REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THE LIKELIHOOD OF SUCCESS OF ANY DEVELOPMENT PROGRAM OR REGULATORY OUTCOME.
ARTICLE
8 — COVENANTS
8.1
Insurance. Jupiter shall maintain, at its sole cost and expense, comprehensive general liability insurance, including product liability
insurance and clinical trial liability insurance, with coverage limits not less than (a) US$5,000,000 per occurrence and US$10,000,000
in the aggregate during any period of clinical Development, and (b) US$25,000,000 per occurrence and US$50,000,000 in the aggregate from
and after the First Commercial Sale of any Licensed Product. Jupiter shall name PharmAla as an additional insured and shall provide PharmAla
with certificates of insurance evidencing such coverage upon request.
8.2
Compliance. Each Party shall comply with all Applicable Laws in connection with the performance of its obligations under this Agreement,
including, in the case of Jupiter, all Applicable Laws relating to the Manufacture, Development and Commercialization of pharmaceutical
products in the Territory and the Controlled Substances Act.
8.3
Material Notices. Prior to payment of the Upfront Payment and issuance or cash satisfaction of the Equity Consideration, Jupiter
shall promptly notify PharmAla of (a) any event or circumstance that is reasonably expected to materially impair Jupiter’s ability
to pay the Upfront Payment or deliver the Equity Consideration required under this Agreement, and (b) any written notice from Nasdaq
of the commencement of any proceeding to suspend or delist the Jupiter Shares. Such notice shall be provided concurrently with, or promptly
following, Jupiter’s public disclosure of such information in accordance with Applicable Law. Nothing in this Section shall require
Jupiter to provide PharmAla with material non-public information.
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ARTICLE
9 — INDEMNIFICATION
9.1
Indemnification by PharmAla. PharmAla shall indemnify, defend and hold harmless Jupiter, its Affiliates, and their respective directors,
officers, employees, agents and representatives (collectively, the “Jupiter Indemnitees”) from and against any and
all Losses arising out of or relating to any Third Party Claim to the extent based on or arising out of:
(a)
any breach of any representation or warranty of PharmAla in this Agreement;
(b)
any breach of any covenant or agreement of PharmAla in this Agreement;
(c)
the gross negligence or willful misconduct of any PharmAla Indemnitee; or
(d)
any liabilities of PharmAla arising prior to the Effective Date in respect of the Assets, other than liabilities expressly assumed by
Jupiter under this Agreement; or
(e)
the Development, Manufacture or Commercialization of ALA-002 or any Licensed Product by PharmAla or its Affiliates or licensees.
9.2
Indemnification by Jupiter. Jupiter shall indemnify, defend and hold harmless PharmAla, its Affiliates, and their respective directors,
officers, employees, agents and representatives (collectively, the “PharmAla Indemnitees”) from and against any and
all Losses arising out of or relating to any Third Party Claim to the extent based on or arising out of:
(a)
any breach of any representation or warranty of Jupiter in this Agreement;
(b)
any breach of any covenant or agreement of Jupiter in this Agreement (including any failure by Jupiter to pay amounts when due);
(c)
the Development, Manufacture or Commercialization of ALA-002 or any Licensed Product by or on behalf of Jupiter, its Affiliates or Sublicensees
(other than by PharmAla on behalf of Jupiter, its Affiliates or Sublicensees), including any product liability Claim relating to any
Licensed Product Manufactured, Developed or Commercialized on or after the Effective Date;
(d)
the gross negligence or willful misconduct of any Jupiter Indemnitee; or
(e)
any non-compliance by Jupiter, its Affiliates or Sublicensees with any Applicable Law in connection with their activities relating to
ALA-002 or Licensed Products.
9.3
Indemnification Procedure
(a)
The Party seeking indemnification from a Third Party Claim under Section 9.1 or Section 9.2, as applicable, (the “Indemnitee”)
shall promptly notify the Party from whom indemnification is sought (the “Indemnitor”) of such Claim; provided that
the failure to provide such notice promptly shall not relieve the Indemnitor of its indemnification obligations except to the extent
the Indemnitor is materially prejudiced thereby.
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(b)
The Indemnitor shall, at its sole cost and expense, assume the defense and settlement of any such Claim with counsel of its choice reasonably
acceptable to the Indemnitee. The Indemnitee shall allow the Indemnitor to control the defense and settlement of the Claim and shall
reasonably cooperate with the Indemnitor in such defense, at the Indemnitor’s request and expense.
(c)
The Indemnitor shall not, without the prior written consent of the Indemnitee (such consent not to be unreasonably withheld, conditioned
or delayed), settle or compromise any Claim (i) on terms that include any admission of liability, fault or wrongdoing by the Indemnitee,
(ii) on terms that include any injunctive or other non-monetary relief, or (iii) on terms that do not include a full release of the Indemnitee.
(d)
The Indemnitee may not settle or compromise any Claim for which the Indemnitor has assumed control without the Indemnitor’s prior
written consent. The Indemnitee may participate in the defense of the Claim with its own counsel at its own cost and expense.
(e)
Consequential Damages. EXCEPT IN THE CASE OF (I) FRAUD OR INTENTIONAL MISREPRESENTATION, (II) BREACH OF ARTICLE 6, (III) INFRINGEMENT
OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, OR (IV) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO INDEMNIFIABLE THIRD PARTY CLAIMS
UNDER THIS ARTICLE 9, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY
OR PUNITIVE DAMAGES.
ARTICLE
10 — TERM AND TERMINATION
10.1
Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and, unless earlier terminated
in accordance with this Article 10, shall continue in perpetuity. For clarity, the perpetual nature of the Term shall not limit or impair
PharmAla’s rights of termination, reversion, step-in or other remedies expressly provided in this Agreement.
10.2
Material Breach. If a Party is in material breach of any of its obligations under this Agreement and fails to cure such breach within
ninety (90) days following written notice (“Breach Notice”) from the other Party specifying the nature of such breach (the
“Cure Period”); provided that the Cure Period in respect of any undisputed failure by Jupiter to pay any amount when
due under Article 3 shall be five (5) Business Days for the Upfront Payment, any portion of the Initial Cash Consideration payable as
a condition precedent to the Effective Date, any cash amount payable in lieu of or in substitution for Equity Consideration or other
Jupiter Shares, any cash shortfall under the VWAP Reset Mechanic, or any amount payable in connection with the Exchange Cap, and thirty
(30) days for any other payment obligation. For clarity, any obligation of Jupiter to deliver escrow release instructions or make any
cash payment that is expressly effective as of the Execution Date under Section 3.1(c) or Section 3.1(d) shall be subject to the applicable
Cure Period in this Section 10.2 notwithstanding that the Effective Date has not yet occurred; provided that Jupiter shall not be deemed
to be in breach or default to the extent the failure of the Effective Date to occur results from PharmAla’s failure to deliver
required instructions, the Escrow Agent’s failure to release funds despite receipt of duly executed joint instructions, or any
other condition within PharmAla’s control not being satisfied. A payment obligation shall be treated as undisputed only to the
extent Jupiter has not, on or before the expiration of the applicable Cure Period, delivered written notice to PharmAla identifying in
reasonable detail the specific portion of such payment obligation disputed in good faith and the basis for such dispute. Jupiter shall
pay all undisputed portions of any invoice or payment obligation when due, and only the specifically disputed portion may be withheld
pending resolution of the dispute in accordance with Section 3.7(b) and Article 11. If any disputed amount is finally determined pursuant
to Article 11, by written agreement of the Parties, or by other binding resolution to be payable by Jupiter, Jupiter shall pay such amount
within five (5) Business Days after such determination or agreement, and any failure to do so shall constitute an undisputed payment
breach subject to the applicable Cure Period set forth in this Section 10.2. Except for PharmAla’s right to terminate this Agreement
(a) for Jupiter’s material uncured and undisputed breach of Article 3 or (b) pursuant to Section 5.4, notwithstanding the previous
sentence, if the alleged breaching Party reasonably and in good faith disagrees as to whether there has been a material breach of this
Agreement, and such allegedly breaching Party provides the other Party with written notice of such disagreement and initiates the dispute
resolution process in accordance with Article 11, in each case, within sixty (60) days following receipt of the Breach Notice, then (i)
the other Party will not have the right to terminate this Agreement under this Section 10.2 unless and until it has been determined,
in accordance with Article 11, that the allegedly breaching Party has materially breached this Agreement and such breaching Party fails
to cure such breach within the period for cure determined in such dispute resolution, (ii) during the pendency of such dispute resolution
process, the relevant Cure Period with respect to such alleged material breach will be tolled from the date the allegedly breaching Party
provides the other Party with notice of such Dispute until the resolution of such Dispute in accordance with Article 11, and (iii) during
the pendency of such dispute resolution process, all of the terms and conditions of this Agreement will remain in effect, and the Parties
will continue to perform all of their respective obligations under this Agreement.
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10.3
Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party (i) becomes insolvent, (ii)
files (or has filed against it) any petition under any bankruptcy, insolvency, reorganization or similar law that is not dismissed within
ninety (90) days, (iii) makes a general assignment for the benefit of creditors, or (iv) has a receiver or trustee appointed in respect
of substantially all of its assets.
10.4
Diligence Failure. PharmAla may terminate this Agreement upon ninety (90) days’ written notice if Jupiter fails to achieve
any Development milestone set forth in Schedule D by the applicable deadline (as such deadline may be extended for any delay caused
by Force Majeure, action or inaction by a Governmental Authority not caused by Jupiter’s negligence, PharmAla’s failure to
perform this Agreement or any other written agreement between the Parties, or a human health safety risk or material human health safety
concern as identified by a competent regulator or Institutional Review Board) and such failure remains uncured at the end of such notice
period. The Parties acknowledge that the Development deadlines set forth in Schedule D constitute a binding diligence framework.
10.5
Change of Control Involving a Competing Business. Jupiter shall provide PharmAla with written notice promptly, and in any event not
later than five (5) Business Days, after Jupiter becomes aware of any proposed transaction that, if consummated, would result in a Change
of Control of Jupiter involving a Competing Business. Jupiter shall not consummate any Change of Control with a Competing Business without
PharmAla’s prior written consent, which may be withheld, conditioned or delayed in PharmAla’s sole discretion, and it shall
be deemed reasonable for PharmAla to withhold such consent where PharmAla reasonably determines, acting in good faith, that such transaction
involving a Competing Business could reasonably be expected to adversely affect PharmAla’s rights in the Licensed Intellectual
Property, PharmAla’s retained rights outside the Territory, the development or commercialization of ALA-002 outside the Territory,
or the value of the consideration payable to PharmAla under this Agreement.
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If
a Change of Control of Jupiter involving a Competing Business is consummated without PharmAla’s prior written consent, PharmAla
may terminate this Agreement immediately upon written notice to Jupiter, whereupon all rights granted to Jupiter shall terminate and
revert to PharmAla in accordance with Section 10.7.
10.6
Termination by Jupiter. Jupiter shall be entitled to terminate this Agreement by written notice to PharmAla for convenience, upon
not less than one hundred and eighty (180) days’ prior written notice to PharmAla, provided that no termination for convenience
by Jupiter shall relieve Jupiter of any obligation to pay any amounts accrued or payable as of the effective date of termination.
10.7
Effects of Termination.
(a)
Upon any termination of this Agreement:
(i)
all rights and licenses granted to Jupiter under Section 2.1 shall immediately terminate;
(ii)
Each Party shall, at its sole cost and expense, promptly (and in any event within sixty (60) days of the effective date of termination)
return to the other Party, or destroy at the other Party’s election, all Confidential Information of the other Party in such Party’s
possession or under Jupiter’s control;
(iii)
upon PharmAla’s written request delivered within five (5) Business Days of such termination, Jupiter agrees to negotiate in good
faith with respect to the grant to PharmAla an exclusive and sublicensable under (a) all Know-How Controlled by Jupiter or any of its
Affiliates that is necessary for the Manufacture, Development and Commercialization of Licensed Products that Jupiter or its Affiliates
are Developing and/or Commercializing as of the effective date of termination (“Terminated Products”) and (b) all
Patents that are Controlled by Jupiter or any of its Affiliates that Cover such Know-How and/or such Terminated Products, in each case
solely to Manufacture, Development and Commercialization such Terminated Products; and
(iv)
all amounts accrued or payable by Jupiter under this Agreement as of the effective date of termination shall remain due and payable in
accordance with their terms.
(b)
Upon termination of this Agreement by Jupiter pursuant to Section 10.6: (1) Jupiter shall, at its sole cost and expense and within sixty
(60) days of the effective date of termination, transfer to PharmAla (or its designee) all Regulatory Documentation, INDs, NDAs, Regulatory
Approvals, and clinical and pre-clinical data relating to ALA-002 that are owned and controlled by Jupiter as of such date, and execute
and deliver such assignments and instruments as may be required to effect the foregoing, and cause its Affiliates and Sublicensees to
do the same; and (2) Jupiter shall grant to PharmAla, effective upon such termination and at no further cost to PharmAla, a perpetual,
irrevocable, worldwide, sublicensable, royalty-free license under all Jupiter Improvements that are owned and controlled by Jupiter as
of such date to Develop, Manufacture and Commercialize ALA-002.
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(c)
No Refund. No amounts previously paid by Jupiter to PharmAla under this Agreement, and no portion of the Deposit or Escrowed Funds
released to PharmAla under the Escrow Agreement, shall be refundable or creditable in any circumstance, except as expressly provided
in the Escrow Agreement.
(d)
Inventory. Jupiter and its Affiliates and its or their Sublicensee(s) will have the right to sell or otherwise dispose of all
inventory of Licensed Products in the Territory then in its stock for up to six (6) months, except that no sell-off right shall apply
following termination of this Agreement by PharmAla as permitted hereunder, subject to the milestone and royalty payments due under this
Agreement.
(e)
Sublicenses. Each sublicense granted by Jupiter that is in good standing as of the effective date of termination shall, at the
Sublicensee’s election (exercised by written notice to PharmAla within thirty (30) days of termination), survive as a direct license
between PharmAla and such Sublicensee on the terms of the corresponding sublicense, provided that (i) PharmAla shall not have any obligations
to such Sublicensee greater than its obligations to Jupiter under this Agreement, and (ii) such Sublicensee shall not, at the time of
its election, be in breach of its sublicense agreement. Notwithstanding the foregoing, no sublicense granted to a Person engaged in a
Competing Business, or granted in breach of this Agreement, shall survive termination without PharmAla’s prior written consent,
which may be withheld in PharmAla’s sole discretion.
10.8
Other Remedies. Termination or expiration of this Agreement for any reason will not constitute a waiver or release of, or otherwise
be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages or otherwise, that a Party may have hereunder
or that may arise out of or in connection with such termination or expiration.
10.9
Survival. Termination or expiration of this Agreement shall not relieve any Party of any obligation or liability accrued prior thereto.
The provisions of Article 1, and Sections 2.6, 3.8 (in respect of accrued amounts), 3.9, 5.1, Article 6, Section 7.4, Article 9, Sections
10.7, 10.8 and 10.9, Article 11 and Article 12 shall survive any termination or expiration of this Agreement.
ARTICLE
11 — DISPUTE RESOLUTION; GOVERNING LAW
11.1
Good Faith Negotiation. In the event of any dispute, controversy or claim arising out of or relating to this Agreement, including
any question regarding its existence, validity, interpretation, performance, breach or termination (a “Dispute”),
the Parties shall first attempt in good faith to resolve such Dispute by negotiation between senior executive representatives of each
Party (in the case of Jupiter, the Chief Executive Officer; in the case of PharmAla, the Chief Executive Officer). Either Party may initiate
such negotiation by written notice to the other Party, and the executives shall meet (in person or by videoconference) within fifteen
(15) Business Days of such notice. If the Dispute is not resolved within thirty (30) days following such initial meeting, either Party
may proceed to arbitration in accordance with Section 11.2.
39
11.2
Arbitration. Any Dispute that is not resolved pursuant to Section 11.1 shall be finally and exclusively resolved by binding
arbitration administered by the ADR Institute of Canada, Inc. in accordance with the ADRIC Arbitration Rules then in force (the “Arbitration
Rules”), as modified by this Section 11.2:
(a)
Seat; Forum. The seat (legal place) of arbitration shall be Toronto, Ontario, Canada, and the arbitration shall be conducted in
the English language.
(b)
Number of Arbitrators. The arbitration shall be conducted by a tribunal of three (3) arbitrators where the amount in dispute exceeds
US$10,000,000 (each Party appointing one (1) arbitrator and the two (2) Party-appointed arbitrators jointly appointing the chair), and
by a sole arbitrator otherwise. Each arbitrator shall be qualified by training and experience to decide Disputes of the nature involved,
including in pharmaceutical licensing matters.
(c)
Confidentiality. Except as may be required by Applicable Law or by the rules of any securities exchange on which a Party’s
securities are listed, the existence, content and result of any arbitration shall be treated as Confidential Information by the Parties
and the arbitrators.
(d)
Interim Relief. Notwithstanding anything to the contrary in this Article 11, each Party shall be entitled to seek interim, conservatory
or injunctive relief from any court of competent jurisdiction (including, for greater certainty, any court in the United States) without
prejudice to the agreement to arbitrate set forth in this Section 11.2. For clarity, either Party may seek interim, conservatory or injunctive
relief to prevent or restrain unauthorized use or disclosure of Confidential Information, Licensed Know-How, Licensed Intellectual Property
or Regulatory Documentation.
(e)
Enforcement. Any award rendered by the arbitral tribunal shall be final and binding upon the Parties and may be entered for enforcement
in any court of competent jurisdiction. The Parties expressly waive any right to appeal any such award to the fullest extent permitted
by Applicable Law (other than as required by Article 34 of the UNCITRAL Model Law).
(f)
Certain Disputes. Notwithstanding any provision to the contrary set forth in this Section 11.2, in the event of a Dispute with
respect to (a) the validity, scope, enforceability or ownership of any Patent or other intellectual property rights, or (b) any antitrust,
anti-monopoly or competition law or regulation, whether or not statutory, such Dispute will not be submitted to an arbitration proceeding,
and instead, either Party may initiate litigation in a court of competent jurisdiction.
11.3
Governing Law. This Agreement, and all matters arising out of or relating to this Agreement, including any non-contractual obligations,
shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein,
without regard to conflict of laws principles. The Parties expressly exclude the application of the United Nations Convention on Contracts
for the International Sale of Goods.
40
11.4
Certain Disputes. Notwithstanding any provision to the contrary set forth in Section 11.1, in the event of a Dispute with respect
to (a) the validity, scope, enforceability or ownership of any Patent or other intellectual property rights, or (b) any antitrust, anti-monopoly
or competition law or regulation, whether or not statutory, and such Dispute is not resolved in accordance with Section 11.1, such Dispute
will not be submitted to an arbitration proceeding in accordance with Section 11.2, and instead, either Party may initiate litigation
in a court of competent jurisdiction.
11.5
Carve-Out for U.S. Securities Law Matters. Notwithstanding Section 11.2 and 11.3, any claim arising under the United
States federal securities laws in respect of the issuance, registration or trading of the Jupiter Shares constituting the Equity Consideration
shall be governed by such federal laws and may be brought in any United States federal court of competent jurisdiction, and the Parties
consent to the jurisdiction of such courts solely for the purposes of any such claim. Nothing in this Article 11 shall constitute a waiver
of any non-waivable right, remedy, forum or protection available under United States federal securities laws.
ARTICLE
12 — MISCELLANEOUS
12.1
Notices. All notices, consents, demands and other formal or legal communications under this Agreement shall be in writing and shall
be effective: (a) upon delivery if delivered personally; (b) upon confirmed receipt if sent by email (provided that any notice sent by
email shall be promptly followed by a copy sent by one of the other methods); or (c) upon confirmation of delivery by an internationally
recognized overnight courier service, in each case to the addresses set forth below or to such other address as either Party may designate
by written notice to the other.
To
PharmAla:
PharmAla
Biotech Holdings Inc.
Attention:
Chief Executive Officer
1
Adelaide Street East, Suite 801
Toronto,
Ontario, M5C 2V9
Canada
Email:
[***]
To
Jupiter:
Jupiter
Neurosciences, Inc.
Attention:
Chief Executive Officer
11621
Kew Gardens Drive
Palm
Beach Gardens, FL 33410
USA
Email:
[***]
12.2
Assignment
(a)
Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of
the other Party.
(b)
Notwithstanding Section 12.2(a), either Party may assign this Agreement to (i) an Affiliate, provided that the assigning Party shall
remain primarily liable for the performance of such Affiliate, or (ii) a Third Party that acquires all or substantially all of the assigning
Party’s business or assets relating to this Agreement (whether by merger, sale of assets or otherwise), provided that the assignee
assumes in writing all of the assigning Party’s obligations under this Agreement, and provided further that any assignment by Jupiter
to a Person engaged in a Competing Business shall require PharmAla’s prior written consent, which may be withheld in PharmAla’s
sole discretion. Any assignment by Jupiter in connection with a Change of Control involving a Competing Business shall be subject to
Section 10.5.
41
(c)
Any purported assignment in violation of this Section 12.2 shall be null and void and shall constitute a material breach of this Agreement.
This Agreement binds the Parties’ successors and permitted assigns.
12.3
Entire Agreement. This Agreement and the Existing CDA (to the extent provided in Section 6.5), constitutes the entire agreement between
the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements, whether
written or oral (including the term sheet between the Parties dated May 19, 2026 (the “Term Sheet”); provided that the Binding
Provisions of the Term Sheet (as defined therein) and the Escrow Agreement shall remain in full force and effect in accordance with their
terms until the Escrowed Funds have been released in accordance with the Escrow Agreement), with respect to such subject matter. For
clarity, nothing in this Agreement shall limit PharmAla’s rights to receive the Deposit and accrued interest in accordance with
the Escrow Agreement.
12.4
Amendment; Waiver. No amendment, modification or supplement of any provision of this Agreement shall be valid or effective unless
made in writing and signed by a duly authorized representative of each Party. No waiver of any provision of this Agreement shall be effective
unless made in writing and signed by the Party to be charged with such waiver, and no waiver of any breach shall constitute a waiver
of any other or subsequent breach.
12.5
Severability. If any provision of this Agreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid,
illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith
to replace the invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that achieves, to the extent
possible, the original economic and commercial intent of the Parties.
12.6
Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts,
each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument.
Delivery of an executed counterpart of this Agreement by electronic transmission (including DocuSign, Adobe Sign or PDF) shall be as
effective as delivery of a manually executed original.
12.7
Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall
be construed to create any partnership, joint venture, employment, franchise or agency relationship between the Parties, and neither
Party shall have authority to bind the other in any manner.
42
12.8
Performance by Affiliates. Notwithstanding any provision to the contrary set forth in this Agreement, each Party will have the right
to perform any or all of its obligations and exercise any or all of its rights under this Agreement through any Affiliate. Each Party
hereby guarantees the performance by its Affiliates of its obligations under this Agreement and will cause its Affiliates to comply with
the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s
obligations under this Agreement will be deemed a breach by such Party, and the other Party may proceed directly against such Party without
any obligation to first proceed against such Party’s Affiliate.
12.9
Force Majeure. Neither Party shall be liable to the other Party for any failure or delay in performance of any obligation under this
Agreement (other than any obligation to make a payment of money) to the extent such failure or delay is caused by acts of God, war (declared
or undeclared), terrorism, civil unrest, pandemics, governmental action, embargoes or other events beyond the reasonable control of such
Party (each, a “Force Majeure”), provided that the affected Party (a) promptly notifies the other Party of the Force
Majeure, (b) uses commercially reasonable efforts to mitigate and overcome the Force Majeure, and (c) resumes performance as soon as
practicable.
12.10
Further Assurances. Each Party shall, at the other Party’s reasonable request and at such other Party’s cost, execute
and deliver such further documents and instruments and take such further actions as may reasonably be required to give full effect to
the provisions of this Agreement.
12.11
No Third Party Beneficiaries. Except as expressly provided in Article 9 (with respect to Indemnitees), this Agreement is for the
sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement shall be construed to confer any
rights or remedies on any other Person.
12.12
Language. This Agreement has been drafted in English at the express wish of the Parties. Les parties aux présentes ont expressément
requis que la présente convention soit rédigée en anglais.
12.13
Construction. The Parties acknowledge that each has been represented by counsel of its choice in the negotiation and drafting of
this Agreement, and no presumption against the drafter shall apply.
[Remainder
of page intentionally left blank]
43
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Execution
Date.
PHARMALA
BIOTECH HOLDINGS INC.
JUPITER NEUROSCIENCES, INC.
By:
/s/ Nicholas (Nick) Kadysh
By:
/s/
Christer Rosén
Name:
Nicholas (Nick) Kadysh
Name:
Christer
Rosén
Title:
Chief Executive Officer
Title:
Chairman,
Chief Executive Officer & Founder
Date:
July 20, 2026
Date:
July
20, 2026
[Signature
Page to Strategic Asset License Agreement]
Schedule
A — Licensed Patents and Description of ALA-002
The
patent covers the composition of matter for both non-racemic mixtures of MDMA and MBDB. However, it is important to note that ALA only
relates to non-racemic mixtures of MDMA, and not MBDB.
Application
Title: COMPOSITIONS COMPRISING NON-RACEMIC MIXTURES OF (R)- AND (S)-3,4-METHYLENEDIOXYMETHAMPHETAMINE OR (R) AND (S) N-METHYL-1,3-BENZODIOXOLYLBUTANAMINE
AND USES THEREOF
Reference
Number
Matter
Type
Application
Number
Patent
Number
Priority
Date
Filed
Date
Granted
Date
[***]
Non
Provisional
18/117723
12053452
8/22/2022
3/6/2023
8/6/2024
[***]
Non
Provisional
18/747519
-
8/20/2021
6/19/2024
-
[***]
Non
Provisional
19/040188
-
8/20/2021
1/29/2025
-
Schedule
B — Licensed Know-How
[***]
Schedule
C — Licensed Regulatory Documentation
[***]
Schedule
D — Development Plan and Development Timeline
Development
Event
Target
Deadline
1.
Submission
of an IND to the FDA
Within
3 months following establishment of finished dose ALA-002 product inventory plus 3 months stability, and in any event prior to first
dosing in the Phase 1 Clinical Trial
2.
Submission
of a Phase 1 protocol to the FDA
6
months from establishment of finished dose ALA-002 product inventory plus 3 months stability
3.
First
dosing of the first patient in a Phase 1 Clinical Trial
6
months from Event #1
4.
Last
patient last visit in the pivotal Phase 1 Clinical Trial
18
months from Event #2
5.
Submission
of a Phase 2 protocol to the FDA
Within
12 months from Event #3
6.
First
dosing of the first patient in a Phase 2 Clinical Trial
Within
12 months from Event #4
7.
Submission
of a Phase 3 protocol to the FDA
Within
12 months from last patient last visit in Phase 2
8.
First
dosing of the first patient in a Phase 3 Clinical Trial
Within
12 months from Event #6
9.
First
Commercial Sale of a Licensed Product in the Territory
Within
6 months of NDA approval
Schedule
E —Press Release
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