Exhibit 10.23


 





FLAMEL
TECHNOLOGIES


 


SOCIETE ANONYME AU CAPITAL DE 4 636 011 EUROS


 


Siège
Social :


 


Parc
Club du Moulin  A Vent


33,
avenue du Docteur Georges Lévy


69200
VENISSIEUX


 


R.C.S.
LYON 379.001.530





 


 


JUNE
2015 STOCK WARRANT RULES





 


The present allocation rules reproduce
the terms and conditions of the allocation of warrants decided by the Board, subject to authorization granted to the Board of Directors
of Flamel Technologies (hereinafter the “Board”) by the Shareholders’ Meetings held on June 26, 2015.


 





Main characteristics of the grant
of stock warrants


 


	·    Grant
    Date	June 26, 2015
	·    Subscription
    price	1.80€
	·    End
    of Subscription period	Sept 1st, 2015
	·     Exercise
    Price	$21.67
	·    Start
    of exercise period *	June 26, 2016
	·    End  of
    Exercise period*	June 26, 2019


 





* provided that the warrants’
holder is still a member of the Board of Directors of the Company on the day of such exercise.


 





I
- Reminder of the context


 


In accordance with the provisions of Articles
L. 225-138 and L. 228-91 et seq. of the Commercial Code, the combined ordinary and extraordinary General Shareholders
Meeting of June 26, 2016 decided, in its fourteenth and Thirteenth resolutions, to authorize the Board to issue 350,000 stock warrants,
representing 350,000 new ordinary shares to the benefit of Directors of the Company who are not officers and/or employees of the
Company, but including the Chairman of the Board of Directors.


 






    	Flamel Technologies | Flamel.com
	1 



     

    

  


The shareholders decided that the subscription
price of each stock warrants will be valued by the Board of Directors at the time of warrants’ issue based on the Company’s
share price. This subscription price shall be equal to, per one stock warrant, one tenth (10%) of the average market price of the
share, in the form of ADS, on the NASDAQ, on the closing of the trades on the twenty days preceding the decision of the Board to
issue such stock warrants.


 


The subscription price of stock warrants
have to be fully paid up on the date of their subscription in cash or by off-set against outstanding receivables, as provided by
law and as determined by the Board.


 


The shareholders decided that each stock
warrant will give its holder, subject to the terms and conditions set forth hereafter and in the Board’s decision to issue
the stock warrants, the right to subscribe to one (1) ordinary share of the Company for an exercise price which shall be valued
by the Board of Directors based on the Company’s share price. This exercise price shall be equal to the closing trading price
of a share, on the NASDAQ Global Market, on the trading days preceding the date of the Board of Directors’ meeting, subject
to such price is no less than 80% of the average closing trading prices of the share on the NASDAQ Global Market, in the form of
ADS, during the last twenty trading days preceding the date of such Board of Directors’ meeting. In that case, the price
of the share shall be equal to 80% of the average closing trading prices of the share on the NASDAQ, in the form of ADS, during
the last twenty trading days preceding the date of such Board of Directors’ decision


 


The shares thus subscribed upon exercise
of the stock warrants will have to be fully paid up on the date of their exercise in cash or by off-set against outstanding receivables,
as provided by law and as determined by the Board.;


 





II
- Decision of Board of June 26, 2015


 


By use of the powers granted by the twelfth
and the thirteenth resolutions of the combined shareholders meeting of June 26, 2015, and described henceforth, the Board unanimously
decided to issue the warrants according to the terms and conditions set forth below.


 


		2.1.	Beneficiaries



 


The subscription of these warrants (BSA)
is notably reserved, among the following category of beneficiaries “Directors of the Company who are not legal representatives
and/or employees of the Company, but including the Chairman”, to the following persons, with the following proportions:





 



    	Flamel Technologies | Flamel.com
	2 



     

    




 





		2.2.	Subscription
                                         of the Warrants



 


The warrants will be issued at a subscription
price of €1.80, being one tenth 10% the average market price of the share, in the form of ADS, on the NASDAQ, on the
closing of the trades on the twenty days preceding the decision by the Board of Directors to issue warrants, according to the Twelfth
Resolution Of The Combined Ordinary And Extraordinary General Shareholders Meeting of June 26, 2015, and converted in Euros on
the basis of the average of European Central Bank’s (ECB) exchange rate on the twenty days preceding the decision of the
Board to issue such stock warrants.


 


The Board decided that the subscription
price shall be fully paid up on the subscription date in cash or by off-set against outstanding receivables, as provided by law.


 


Each Beneficiary will subscribe the warrants
under the terms and conditions of this plan by recorded delivery of the subscription form duly completed along the subscription
price addressed to the Company headquarters up to and including Sept 1st, 2015.


 


The subscription period will be anticipatory
closed as soon as all warrants have been subscribed for and in accordance with the conditions set out herein. Should a Director
gives up in advance his rights to the warrants (BSA), the remaining BSA will be redistributed to the others Directors by the Board
of Directors, on the same terms and conditions. The warrants (BSA) which have not been subscribed at the end of the subscription
period will be redistributed by the Board of Directors, on terms and conditions further defined, subject to the current authorization
of the shareholders and with respects to the limits provided by their authorization and the applicable law.


 


		2.3.	Rights
                                         resulting from the grant



 


Each warrant granted by the Board shall
entitle the recipient to subscribe for one share in the Company.


 


The stock warrants will be issued on a
registered form, will not be the object of an application for admission to trading on any market and will be not transferable.


 


		2.4.	Vesting
                                         period and conditions of Exercise



 


The warrants (BSA) can be exercised,
in whole or part, as of June 26, 2016 and up to and including June 26, 2019, on the condition that the holder is still
a member of the Board of Directors of the Company on the day of such exercise; being specified that the BSA holders will have the
right to retain the possibility to exercise their BSA even if they are no longer a Director of the Company, provided they notify
the Company within three (3) months of having left their position as a Director and in paying simultaneously to the Company an
additional subscription price of EUR 0.01 per BSA.


 


The Board retains the right to suspend,
for a maximum period of three months, the exercise of warrants in the event there is an operation giving rise to an adjustment
of the share price or capital transaction.


 






    	Flamel Technologies | Flamel.com
	3 



     

    

  


		2.5.	Unexercised
                                         Warrants



 


If its holder fails to exercise the warrant
in whole or in part at the expiry of the above mentioned exercise period, the warrant (BSA) and the attached right to subscribe
will automatically be void and null and accordingly, cannot be re-allocated.


 


		2.6.	Exercise
                                         Price



 


The warrants, authorized for subscription
on June 26, 2015, are exercisable to purchase shares for a price of $21.67 per share (as determined by the Board of Directors,
with reference to the share price on the closing of trades on the day preceding the decision of the Board to issue such warrants
(BSA), this price being no less than 80% of the average of the market price for the share on the NASDAQ, in the form of ADS, during
the last twenty trading days preceding such Board’s decision). As far as necessary, the exercise price may be converted in
Euros on the basis of the latest European Central Bank’s (ECB) exchange rate published as at the date of the exercise.


 


The shares thus subscribed upon exercise
of the warrants (BSA) shall be fully paid up on the date of their subscription, in cash or by off-set against outstanding receivables.


 


		2.7.	Rights
                                         of the warrants’ holders



 


Pursuant to the provisions of Article L. 228-103
et seq. of the Commercial Code, the warrants’ holders will all be grouped together in order to defend their common interests,
in an assembly (a “masse”) with a civil personality. General warrants holders meetings will be convened to authorize
any changes in the issuance terms and conditions and to decide on any decision regarding the conditions of subscription or allocation
of the shares as set forth at the time issuance took place. Each warrant will give access to one voting right. The conditions regarding
the quorum and the majority will be those determined in the second and third paragraph of Article L. 225-96 of the Commercial
Code. The expenses incurred in connection with such meetings, as well as, generally, any expenses in connection with the assembly
(“masse”) will be borne by the Company.


 


Upon issuance of the stock warrants, the
Company shall be entitled to modify its form or its business purpose, modify the rules regarding the distribution of its profits,
redeem its capital, create preferred shares resulting in such a change or redemption, subject to meeting the obligations of Article
L.228-99 of the French Commercial Code. The shareholders during their meeting in June 24, 2014 decided that, in the case of a capital
reduction, whether or not motivated by losses, and conducted through either a decrease of the shares' value of or a decrease of
the shares' number, the rights of the holders of the stock warrants will be decreased accordingly as if they had been exercised
before the date on which the capital decrease has become final;


 


The Board of Directors is granted with
all necessary powers to take any steps to ensure protection of the holder(s) of stock warrants in case of a financial operation
concerning the Company, this pursuant to the legal and regulatory provisions in effect.


 






    	Flamel Technologies | Flamel.com
	4 



     

    




 


 III - Rights oF New shareholders




 


		3.1.	 Rights related
                                                                                                                                                                                                                     to subscribed shares



 


Once the warrants have been exercised and
the shares registered in an account, the Beneficiaries may exercise all rights associated with the shares received. As of the time
the shares are recorded, the shares will bear dividends paid in the financial year during which the options have been exercised.


 


		3.2.	form and
                                                                                                                                                                      registration of the shares subscribed



 


The shares will be recorded, in the Beneficiary’s
name, in a pure registered account (“nominative pur”) by the company acting as custody account keeper. Each beneficiary
will receive a certificate of registration of shares.


 


They will be freely transferable immediately
after their registration and after payment of the exercise price, subject to the conditions set forth in article 3.3.


 


		3.3.	sale
                                         and disposal of shares issued from exercise of stock warrants



 


As long as the Beneficiary is still a director
of the Company, sale and disposal of shares issued from exercise of stock warrants must comply with the Company’s Insider
stock trading policy, and of which a copy was made available to the Beneficiaries.


 


Therefore, the shares may be transferred
only under the following transaction windows:


 


		·	For the first three quarters during which the quarterly earnings are released, the window is defined
as the period beginning two trading days after publication of the quarterly earnings and ending on the fifth day prior to the end
of the last month of each quarter (the transaction windows therefore having a duration of six to seven weeks).



 


		·	For the quarter during which the annual earnings are released, the window is defined as the period
beginning two business days after publication and ending on the fifth day preceding the end of the of the last month of the first
quarter.



 


The transaction windows may be closed from
time to time in the event that, in the opinion of the Chairman, Chief Executive Officer or Chief Financial Officer, there is confidential
information making transfers of the shares undesirable.


 


 



    	Flamel Technologies | Flamel.com
	5 



     

    




 


IV
- PLAN MANAGEMENT


 


The terms and conditions of this stock
warrant plan will be communicated to Beneficiaries by recorded delivery post or delivered by hand in exchange for a receipt.


 


The plan is managed, for the time being,
by FLAMEL TECHNOLOGIES.


 


The Company reserves the right to assign
the management to a third party. The beneficiaries will be informed in due time and individually of any modification.


 


Each beneficiary receives a copy of the
present rules, and must return a signed copy to the Company with the following marked by hand “lu et approuvé”
[read and approved].


 





V
- RULES MODIFICATIONS


 


Any legislative or regulatory modifications
affecting the present rules, retroactively or for the future, will automatically be binding on all Beneficiaries.


 


Nevertheless, such modifications will be
the object of an amendment that will need to be signed and returned to the company.


 


 


Return one signed copy containing the handwritten
indication “lu et approuvé” [read and approved].


 


 


Beneficiaries Surname/ firstname


 


Fait à ________________________________


 


Le___________________________________


 


Signature


 


 








    	Flamel Technologies | Flamel.com
	6