UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2019 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
ContractUnit Purchase Option Agreement • August 15th, 2019 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS PURCHASE OPTION SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, AS HEREAFTER DEFINED. THIS PURCHASE OPTION IS NOT EXERCISABLE AFTER FIVE YEARS FROM THE EFFECTIVE DATE.
RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • August 15th, 2019 • Scopus BioPharma Inc. • Pharmaceutical preparations
This Research and License Agreement (“Agreement”) is made in Jerusalem this 8 day of August 2019 (the “Effective Date”), by and between:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 15th, 2019 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
This MANAGEMENT SERVICES AGREEMENT ("Agreement") is made and entered into as of the 1st day of September, 2017, by and between HCFP/Strategy Advisors LLC, a Delaware limited liability company (“HCFP”), and Project18 Inc., a Delaware corporation ("Company").
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 15th, 2019 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
This MANAGEMENT SERVICES AGREEMENT ("Agreement") is made and entered into as of the 1st day of September, 2017, by and between Clil Medical Ltd., an Israeli corporation (“Clil"), and Project18 Inc., a Delaware corporation ("Company").
SCIENTIFIC ADVISORY BOARD MEMBER AGREEMENTScientific Advisory Board Member Agreement • August 15th, 2019 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
This Scientific Advisory Board Member Agreement (the “Agreement”) is made as of this ___ day of ____________, 201__ (the “Effective Date”) by and between Scopus BioPharma Inc. (the “Company”), having a principal place of business at 420 Lexington Avenue, Suite 300, New York, New York 10170, and _______________________ (the “Member”) an individual residing at ________________________________.
WARRANT AGREEMENT between SCOPUS BIOPHARMA INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 15th, 2019 • Scopus BioPharma Inc. • Pharmaceutical preparations • New York
This Series A and Series B Warrant Agreement (“Agreement”) made as of September __, 2019, by and between Scopus BioPharma Inc., a Delaware corporation, with offices at 420 Lexington Avenue, Suite 300, New York, New York 10170 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
SCOPUS BIOPHARMA Inc. Warrant To Purchase Common StockWarrant Agreement • August 15th, 2019 • Scopus BioPharma Inc. • Pharmaceutical preparations • Delaware
Scopus BioPharma Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Yissum Research Development Corporation of the Hebrew University of Jerusalem, Ltd., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, but not after 11:59 p.m., Delaware time, on October 3, 2025, up to Four Hundred Fifty Thousand (450,000) fully paid, validly issued and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). References in this Warrant to “Sections” shall be
