RELIEF THERAPEUTICS / NEURORX BINDING COLLABORATION AGREEMENTBinding Collaboration Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • New York
This Binding Collaboration Agreement (this “Agreement”), dated as of September 18, 2020 outlines the terms and conditions of the Collaboration (defined below) between Relief Therapeutics Holding Aktiengesellschaft and its wholly owned subsidiary Therametrics Discovery Aktiengesellschaft (collectively, “Relief”), Swiss corporations, and NeuroRx, Inc. (“NeuroRx”), a Delaware corporation (each a “Party” and, collectively, the “Parties”). The Parties hereby acknowledge and agree that the terms set forth in that certain Non-Disclosure Agreement between the Parties, dated as of September 9, 2020, apply to the terms set forth herein.
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • Delaware
This Exclusive Distribution Agreement (the “Agreement”) is made as of this 25th day of September 2020 (the “Effective Date”), between NeuroRx, Inc., a Delaware corporation, with a principal mailing address of 913 North Market Street, Suite 200, Wilmington, Delaware 19801 (“Client”), and Cardinal Health 105, Inc., an Ohio corporation, with a place of business at 501 Mason Road, Suite 200, La Vergne, Tennessee, 37086 (“Cardinal Health”) each individually a (“Party”) and collectively (the “Parties”).
AMENDMENT #2 TO MASTER SERVICE AGREEMENTMaster Service Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations
This Amendment made effective the 5th day of November 2020 (the “Effective Date” of this Amendment), is by and between NeuroRx, Inc. (“BUYER”) and Nephron SC, Inc., and Nephron Pharmaceuticals Corporation, subsidiaries of Nephron, Inc. d/b/a Nephron Pharmaceuticals Corporation (“SUPPLIER”). BUYER and SUPPLIER are each referred to herein as a “Party” and together as the “Parties”.
FEASIBILITY STUDY AND MATERIAL TRANSFER AGREEMENTFeasibility Study and Material Transfer Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • Texas
This Feasibility Study and Material Transfer (the “Agreement”) is made as of the 6th of January 2021 (the “Effective Date”) by and between TFF PHARMACEUTICALS, INC., a Delaware corporation, having an address at 2600 Via Fortuna, Suite 360, Austin, Texas 78746 (“TFF”), and NEURORX, INC., a Delaware corporation having an address at 1201 North Market Street, Suite 111, Wilmington, Delaware 19801 (“NEURORX”). (TFF and NEURORX being separately, a “Party”, and together, the “Parties”).
FOURTH AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO THE AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENT (this “Fourth Amendment”) is made as of December 31, 2020 (the “Effective Date” hereof) by and between Glytech LLC (“Glytech”) and NeuroRx, Inc. (“NeuroRx”).
DATED 2019 NEURO RX, INC - AND - GEM YIELD BAHAMAS LIMITED - AND - GEM GLOBAL YIELD LLC SCS SHARE SUBSCRIPTION FACILITY AGREEMENT 31/F, Edinburgh Tower The Landmark Hong Kong Ref: 109045-[ ]Share Subscription Facility Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • Hong Kong
SECOND AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED DEVELOPMEMT AND LICENSE AGREEMENT (this “Amendment”) is made as of June 13, 2018 (the “Effective Date” hereof) by and between Glytech LLC (“Glytech”) and NeuroRx, Inc. (“NeuroRx”).
ContractDevelopment and License Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations
AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of October 19, 2016 modifies the Development and License Agreement effective as of May 2, 2016 (the “Effective Date”), and also cancels the amendment to this agreement dated October 6, 2016 between GLYTECH LLC, a Delaware limited liability company with offices at 2711 Centerville Road, Wilmington, DE, as licensor (“Glytech”), and NEURORX, INC., a corporation organized under the laws of the State of Delaware, with offices at 913 North Market Street, Suite 200, Wilmington, DE, as licensee (“NeuroRx”).
ContractDevelopment and License Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • New York
DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of May 2, 2016 (the “Effective Date”), between GLYTECH LLC, a Delaware limited liability company with offices at 2711 Centerville Road, Wilmington, DE, as licensor (“Glytech”), and NEURORX, INC., a corporation organized under the laws of the State of Delaware, with offices at 913 North Market Street, Suite 200, Wilmington, DE, as licensee (“NeuroRx”).
AMENDMENT #1 TO MASTER SERVICE AGREEMENTMaster Service Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations
This Amendment made effective the 2nd day of September 2020 (the “Effective Date” of this Amendment), is by and between NeuroRx, Inc. (“BUYER”) and Nephron SC, Inc., and Nephron Pharmaceuticals Corporation, subsidiaries of Nephron, Inc. d/b/a Nephron Pharmaceuticals Corporation (“SUPPLIER”). BUYER and SUPPLIER are each referred to herein as a “Party” and together as the “Parties”.
AMENDMENT #3 TO MASTER SERVICE AGREEMENTMaster Service Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations
This Amendment made effective the 5th day of February 2021 (the “Effective Date” of this Amendment), is by and between NeuroRx, Inc. (“BUYER”) and Nephron SC, Inc., and Nephron Pharmaceuticals Corporation, subsidiaries of Nephron, Inc. d/b/a Nephron Pharmaceuticals Corporation (“SUPPLIER”). BUYER and SUPPLIER are each referred to herein as a “Party” and together as the “Parties”.
AMENDMENT TO “WORK FOR HIRE” AGREEMENTWork for Hire Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations
THIS AMENDMENT to “Work for Hire” Agreement (this “Amendment”) is made effective as of October 23, 2020 (the “Effective Date” hereof) by and between NeuroRx, Inc. (“NeuroRx”) and REBes Consulting LLC – Robert Besthof (“Consultant”), each of NeuroRx and Consultant being a “Party” and together the “Parties” to the Agreement and this Amendment.
ContractManufacturing Supply Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • Delaware
[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.]
COMMON STOCK PURCHASE WARRANT NEURORX, INC.Common Stock Purchase Warrant • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GEM Yield Bahamas Limited (“GEM”) 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the third anniversary of the Public Listing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroRx, Inc., a Delaware corporation (the “Company”), up to 1,053,738 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Notwithstanding anything to the contrary stated herein, the parties hereto agree that (i) references to the “Company” shall mean any Successor Company, if
ContractWork for Hire Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • Maryland
This “Work for Hire” Agreement (together with all Exhibits and attachments, this “Agreement”) is effective as of March 1, 2016 (the “Effective Date”) and is made by and among NeuroRx, Inc., a Delaware corporation having offices at 913 North Market Street, Suite 200, Wilmington, DE 19801 (“NeuroRx” or the “Company”), and REBes Consulting LLC - Robert Besthof (“Consultant”). NeuroRx and Consultant are each hereinafter referred to individually as a “Party” or collectively as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • Delaware
This Executive Employment Agreement (this “Agreement”) is made and entered into by and between NeuroRx, Inc., a Delaware corporation (the “Company”) and Jonathan C. Javitt (“Executive”) on the 20 day of May 2015.
THIRD AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO THE AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENT (this “Amendment”) is made as of April 16, 2019 (the “Effective Date” hereof) by and between Glytech LLC (“Glytech”) and NeuroRx, Inc. (“NeuroRx”).
CONSULTING AGREEMENTConsulting Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • Delaware
This Consulting Agreement (together with all Exhibits and attachments, this “Agreement”) is effective as of January 1, 2021 (the “Effective Date”), and is made by and between NeuroRx, Inc., a Delaware corporation having a mailing address of 1201 North Market Street, Suite 111, Wilmington, DE 19801 USA (“NeuroRx” or the “Company”), and Del Buono Legal, PLLC, Virginia limited liability corporation whose address is 7610 Maple Branch Road, Clifton, VA 20124 USA (“Consultant”). NeuroRx and Consultant are each hereinafter referred to individually as a “Party” or collectively as the “Parties”.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 16th, 2021 • Big Rock Partners Acquisition Corp. • Pharmaceutical preparations • Delaware
This Exclusive License Agreement (“Agreement”), dated as of April 16, 2019 (the “Effective Date”), is made by and between NeuroRx, Inc., a corporation organized under the laws of the State of Delaware and the United States of America and having a mailing address of 913 N. Market Street, Suite 200, Wilmington, DE 19801 USA (“Licensee”), and Sarah Herzog Memorial Hospital Ezrat Nashim, a non-profit organization (Amutah) organized under the laws of the State of Israel of 96 Givat Shaul Street, Jerusalem, Israel (“Licensor”). Each of the Licensor and Licensee may also be identified herein as a “Party” and together as the “Parties”.
