SUBSCRIPTION AGREEMENTSubscription Agreement • April 13th, 2011 • BlueFlash Communications, Inc. • Services-prepackaged software
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 23rd, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 22, 2020, between Neurotrope, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF SERIES B COMMON STOCK PURCHASE WARRANT NEUROTROPE BIOSCIENCE, INC.Warrant Agreement • September 30th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • New York
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after two business days after the public announcement of the consummation of the spin off (the "Spin Off”) contemplated by the Merger Agreement (as defined in the Warrant Amendment Agreement, dated as of ________, 2020, by and between Neurotrope, Inc. and the Holder) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______ [ ], 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neurotrope BioScience, Inc., a Delaware corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal t
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2016 • Neurotrope, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 17, 2016, is by and among Neurotrope, Inc., a Nevada corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 10th, 2017 • Neurotrope, Inc. • Pharmaceutical preparations • Nevada
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2017, by and between NEUROTROPE, INC., a Nevada corporation (the “Company”), and ________________ (“Indemnitee”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software • New York
This SPLIT-OFF AGREEMENT, dated as of August 23, 2013 (this “Agreement”), is entered into by and among Neurotrope, Inc. (successor by merger to BlueFlash Communications, Inc.), a Nevada corporation (the “Parent”), (“Seller”), BlueFlash Communications Corp, a Nevada corporation (“Split-Off Subsidiary”), and Marissa Watson (“Buyer”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among NEUROTROPE, INC. (formerly BlueFlash Communications, Inc.) NEUROTROPE ACQUISITION CORP. and NEUROTROPE BIOSCIENCE, INC. August 23, 2013Merger Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software • Delaware
RIGHTS AGREEMENT Dated as of September 9, 2019 between NEUROTROPE, INC. and PHILADELPHIA STOCK TRANSFER, INC. as Rights AgentRights Agreement • September 9th, 2019 • Neurotrope, Inc. • Pharmaceutical preparations • Nevada
This Rights Agreement (this “Agreement”), dated as of September 9, 2019, is between Neurotrope, Inc., a Nevada corporation (the “Company”), and Philadelphia Stock Transfer, Inc., a Pennsylvania company, as rights agent (the “Rights Agent”).
VOTING AGREEMENTVoting Agreement • May 18th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of May 17, 2020, by and between Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Company”), and the undersigned (the “Stockholder”).
GP NURMENKARI INC. NORWALK, CT 06854 TEL: 212-447-5550 Member: FINRA & SIPC PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 17th, 2018 • Neurotrope, Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which GP Nurmenkari Inc., a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter referred to as the “Placement Agent”), shall be engaged by Neurotrope Inc., a publicly traded Nevada corporation (hereinafter referred to as the “Company”), to act as Placement Agent in connection with the registered direct offering (the “Offering”) of the securities of the Company referred to below (the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”). The Closing (as defined below) of the Offering will be conditioned upon certain conditions described herein.
Lock-up Agreement May 17, 2020Lock-Up Agreement • May 18th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • New York
This Lock-up Agreement (this “Agreement”) is executed in connection with the Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) by and among Petros Pharmaceuticals, Inc., a Delaware corporation (“Parent”), PM Merger Sub 1, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Merger Sub 1”), PN Merger Sub 2, Inc., a Nevada corporation and direct wholly owned subsidiary of Parent (“Merger Sub 2”), Neurotrope, Inc., a Nevada corporation (“Neurotrope”), and Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Company”), dated as of May 17, 2020. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Merger Agreement.
SEPARATION AND DISTRIBUTION AGREEMENT By and Between NEUROTROPE, INC. and NEUROTROPE BIOSCIENCE, INC. Dated as of December 6, 2020Separation and Distribution Agreement • December 7th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • New York
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of _______, 2020, by and between Neurotrope, Inc., a Nevada corporation (“Neurotrope”), and Neurotrope Bioscience, Inc., a Delaware corporation (“NBI”). Capitalized terms used herein and not otherwise defined in Article I shall have the respective meanings assigned to them in the Merger Agreement (as hereinafter defined).
WARRANT AMENDMENT AGREEMENTWarrant Amendment Agreement • September 30th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • New York
This Warrant Amendment Agreement (this “Agreement”), dated as of September __, 2020, is by and between Neurotrope, Inc., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”) of Series F warrants to purchase shares of the Company’s common stock, $0.0001 par value (the “Common Stock”).
TAX MATTERS AGREEMENTTax Matters Agreement • December 7th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • New York
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of December 6, 2020, by and between Neurotrope Inc., a Nevada corporation (“Neurotrope”), and Neurotrope Bioscience, Inc., a Delaware corporation (“SpinCo” and, together with Neurotrope, the “Parties”) shall become effective as of the Distribution (as defined below). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement dated as of the date of this Agreement by and between Neurotrope and SpinCo, including the Schedules thereto (the “Separation Agreement”).
AMENDED AND RESTATED TECHNOLOGY LICENSE AND SERVICES AGREEMENT by and between NEUROTROPE BIOSCIENCE, INC., on the one hand, and BLANCHETTE ROCKEFELLER NEUROSCIENCES INSTITUTE and NRV II, LLC, on the other hand, dated February 4, 2015Technology License and Services Agreement • February 10th, 2015 • Neurotrope, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Technology License and Services Agreement is made and entered into as of February 4, 2015 by and between Neurotrope BioScience, Inc., a corporation organized and existing under the laws of Delaware (“Neurotrope”), on the one hand, and Blanchette Rockefeller Neurosciences Institute, a not-for-profit institution organized and existing under the laws of the State of West Virginia (“BRNI”), and NRV II, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“NRV II”), on the other hand. Neurotrope, BRNI and NRV II are sometimes referred to herein, individually, as a “Party” or, collectively, as the “Parties.”
BROKER WARRANTBroker Warrant • November 18th, 2016 • Neurotrope, Inc. • Pharmaceutical preparations
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
AMENDED AND RESTATED SERIES G COMMON STOCK PURCHASE WARRANT NEUROTROPE, INC.Series G Common Stock Purchase Warrant • September 30th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED SERIES G COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June [ ], 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the closing of the mergers contemplated by the Merger Agreement (as defined in the Warrant Amendment Agreement, dated as of ________, 2020, by and between the Company and the Holder), or if such agreement is terminated or the mergers contemplated thereby have not been consummated, June 17, 2025 (“Termination Date”) but not thereafter, to subscribe for and purchase from Neurotrope, Inc., a Nevada corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Com
November 12, 2015 By Electronic Mail and Facsimile Neurosciences Research Venures, Inc.Termination and Waiver Agreement • November 13th, 2015 • Neurotrope, Inc. • Pharmaceutical preparations
SERVICES AGREEMENTServices Agreement • May 10th, 2018 • Neurotrope, Inc. • Pharmaceutical preparations • Delaware
This Services Agreement (this “Agreement”) is made and entered into as of May 4, 2018, (the “Effective Date”), by and between Worldwide Clinical Trials, Inc., with offices at 3800 Paramount Parkway, Suite 400, 27560, Morrisville, NC, United States, (together with its Affiliates, “Worldwide) and Neurotrope Bioscience Inc., with offices at 205 East 42nd Street, New York, NY 10019 (“Sponsor”). Worldwide and Sponsor are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
SERVICES AGREEMENTServices Agreement • October 15th, 2015 • Neurotrope, Inc. • Pharmaceutical preparations • Delaware
This Services Agreement (this “Agreement”) is made and entered into as of August 31, 2015, (the “Effective Date”), by and between Worldwide Clinical Trials, Inc., with offices at 401 North Maple Drive, Beverly Hills, California 90210, (together with its Affiliates, “WCT”) and Neurotrope Bioscience Inc., with offices at 50 Park Place, Newark NJ 07102 (“Sponsor”). WCT and Sponsor are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
FORM OF SECOND AMENDMENT TO THE AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • December 4th, 2018 • Neurotrope, Inc. • Pharmaceutical preparations
This Second Amendment to the Amended and Restated Technology License and Services Agreement, dated as of November 29, 2018 (“Execution Date”), is made by and between Neurotrope Bioscience, a Delaware corporation (“Neurotrope”), on the one hand, and Cognitive Research Enterprises Inc., a not-for-profit institution organized and existing under the laws of the State of West Virginia (“CRE” FKA the Blanchette Rockefeller Neurosciences Institute, Inc.), and NRV II, LLC, a limited liability company organized under and existing under the laws of the State of Delaware (“NRV II”), on the other hand. Each of Neurotrope, CRE and NRV II may be referred to as a “Party” and collectively as “Parties” in this Amendment as the case may be.
August 4, 2016 Paul E. Freiman Port Chester, NY 10573 Re: Director Separation AgreementDirector Separation Agreement • August 5th, 2016 • Neurotrope, Inc. • Pharmaceutical preparations • New York
In connection with your resignation from the Board of Directors of Neurotrope, Inc. (the "Company") effective as of August 4, 2016 (the “Effective Date”), you and the Company have agreed to the following:
VOTING AGREEMENTVoting Agreement • September 30th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of September 24, 2020, by and between Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Company”), and the undersigned (the “Stockholder”).
Statement of Work and Account Satisfaction AgreementStatement of Work and Account Satisfaction Agreement • February 10th, 2015 • Neurotrope, Inc. • Pharmaceutical preparations
This Statement of Work and Account Satisfaction Agreement (“SOW Agreement”) is made and entered into on February 4, 2015 by and between Neurotrope Bioscience, Inc. (“NTRP” or “Neurotrope”) and Blanchette Rockefeller Neurosciences Institute (“BRNI”) (each, a “Party” and collectively, the “Parties”), and is effective as of October 1, 2014 (the “SOW Agreement Effective Date”), pursuant to that certain Technology License and Services Agreement dated October 31, 2012 by and between NTRP, on the one hand, and BRNI and NRV II LLC, on the other hand, as amended by Amendment No. 1 to the Technology License and Services Agreement dated August 21, 2013, and as further amended and restated as of February 4, 2015 (the “TLSA”). This SOW Agreement hereby incorporates, and is subject to, the terms and conditions of the TLSA. All capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the TLSA.
EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2013 • Neurotrope, Inc. • Services-prepackaged software • New York
THIS EMPLOYMENT AGREEMENT (The “Agreement”) is entered into and effective on October 1, 2013 (the “Effective Date”) by and between Neurotrope, Inc., a Nevada Corporation (the “Company”), and Robert Weinstein (“Executive”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
FORM OF SERIES D COMMON STOCK PURCHASE WARRANT NEUROTROPE BIOSCIENCE, INC.Series D Common Stock Purchase Warrant • September 30th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • New York
THIS SERIES D COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after two business days after the public announcement of the consummation of the spin off (the "Spin Off”) contemplated by the Merger Agreement (as defined in the Warrant Amendment Agreement, dated as of ________, 2020, by and between Neurotrope, Inc. and the Holder) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______ [ ], 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neurotrope BioScience, Inc., a Delaware corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal t
Statement of Work AgreementStatement of Work Agreement • November 13th, 2015 • Neurotrope, Inc. • Pharmaceutical preparations
This Statement of Work Agreement (“SOW Agreement”) is made and entered into on November 12, 2015 by and between Neurotrope Bioscience, Inc. (“NTRP” or “Neurotrope”) and Blanchette Rockefeller Neurosciences Institute (“BRNI”) (each, a “Party” and collectively, the “Parties”), and is effective as of November 1, 2015 (the “SOW Agreement Effective Date”), pursuant to that certain Amended and Restated Technology License and Services Agreement dated February 4, 2015 by and between NTRP, on the one hand, and BRNI and NRV II LLC, on the other hand, (the “TLSA”). This SOW Agreement hereby incorporates, and is subject to, the terms and conditions of the TLSA. All capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the TLSA.
AMENDMENT TO AMENDED AND RESTATED TECHNOLOGY LICENSE AND SERVICE AGREEMENTTechnology License and Service Agreement • November 13th, 2015 • Neurotrope, Inc. • Pharmaceutical preparations
This Amendment to Amended and Restated Technology License and Services Agreement (this “Amendment”), dated as of November 12, 2015, is made by and between Neurotrope Bioscience, Inc., a Delaware corporation (“Neurotrope”), on the one hand, and Blanchette Rockefeller Neurosciences Institute, a not-for-profit institution organized and existing under the laws of the State of West Virginia (“BRNI”), and NRV II, LLC, a limited liability company organized under and existing under the laws of the State of Delaware (“NRV”), on the other hand. Each of Neurotrope, BRNI and NRV may be referred to as a “Party” and collectively, as “Parties” in this Amendment, as the case may be.
JCP III SM AIV, L.P.Backstop Agreement • May 18th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • Delaware
Reference is made to the Agreement and Plan of Merger, dated May 17, 2020 (the “Merger Agreement”), by and among Petros Pharmaceuticals, Inc., a Delaware corporation (“Parent”), PM Merger Sub 1, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Merger Sub 1”), PN Merger Sub 2, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub 2”), Neurotrope, Inc., a Nevada corporation (“Neurotrope”), and Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Metuchen”), and the transactions contemplated thereby subject to the terms and conditions set forth therein (the “Mergers”). Capitalized terms used but not defined in this letter agreement (this “Backstop Agreement”) shall have the meanings ascribed to them in the Merger Agreement. This Backstop Agreement is being delivered to Neurotrope in connection with the execution of the Merger Agreement and to induce Neurotrope to enter into the Merger Agreement.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 30th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, is made and entered into as of the 30th day of September, 2020 (the “Amendment”) by and among PETROS PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), PM MERGER SUB 1, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub 1”), PN MERGER SUB 2, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), NEUROTROPE, INC., a Nevada corporation (“Neurotrope”), and METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (“Company”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG PETROS PHARMACEUTICALS, INC., PM MERGER SUB 1, LLC, PN MERGER SUB 2, INC., NEUROTROPE, INC., and METUCHEN PHARMACEUTICALS LLC Dated as of May 17, 2020Merger Agreement • May 18th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT AND PLAN OF MERGER, is made and entered into as of May 17, 2020 (this “Agreement”), by and among PETROS PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), PM MERGER SUB 1, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub 1”), PN MERGER SUB 2, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), NEUROTROPE, INC. a Nevada corporation (“Neurotrope”), and METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (“Company”). Parent, Merger Sub 1, Merger Sub 2, Neurotrope and Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
CONSULTING AGREEMENTConsulting Agreement • August 29th, 2013 • Neurotrope, Inc. • Services-prepackaged software • New York
This Consulting Agreement (the “Agreement”) is made and entered into as of June 2, 2013 (the “Effective Date”), by and between Medical Cash Management Solutions, LLC, a New York limited liability company (“MCMS”), and Neurotrope BioScience, Inc., a Delaware corporation (“Neurotrope”).
FORM OF AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2016 • Neurotrope, Inc. • Pharmaceutical preparations • New York
This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of November 15, 2016, is made by and among Neurotrope, Inc., a Nevada corporation (the “Company”), and the stockholder of the Company identified on the signature page hereto (a “Stockholder”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 8th, 2013 • BlueFlash Communications, Inc. • Services-prepackaged software
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made as of June 20, 2013, by and between BLUEFLASH COMMUNICATIONS, INC., a Florida corporation (“BlueFlash”) and NEUROTROPE, INC., its wholly-owned Nevada subsidiary (“Neurotrope”) (BlueFlash and Neurotrope shall sometimes be referred to herein collectively as the “Constituent Corporations”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 24th, 2020 • Neurotrope, Inc. • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, is made and entered into as of the 23rd day of July, 2020 (the “Amendment”) by and among PETROS PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), PM MERGER SUB 1, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub 1”), PN MERGER SUB 2, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), NEUROTROPE, INC., a Nevada corporation (“Neurotrope”), and METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (“Company”).
