Exhibit 10.17


 


Employment
Agreement


 


This
Employment Agreement is entered into effective as of September 21, 2020 (the “Effective Date”) by and between MYMD Pharmaceuticals.
Inc (the “Company”) and Paul Rivard, Esq. (“Employee”).


 


In
consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the Company and Employee hereby agree as follows:


 


		1.	Position
                                            of Employment.



 


		a.	The
                                            Company will employ the Employee in the position of Executive Vice President of Operations,
                                            and, in that position, Employee will report to the Company’s Executive Chairman of
                                            the Board of Directors. The Company retains the right to change Employee’s title, duties,
                                            and reporting relationships as may be determined to be in the best interests of the Company;
                                            provided, however, that any such change shall be consistent with Employee’s training,
                                            experience, and qualifications.



 


		b.	The
                                            terms and conditions of the Employee’s employment shall, to the extent not addressed
                                            or described in this Employment Agreement, be governed by the Company’s Board of Directors.
                                            In addition, the Company in its discretion may adopt a formal Policies and Procedures Manual
                                            for all employees to adhere to. In the event of a conflict between this Employment Agreement,
                                            the Board of Directors, and/or the future implementation of a Policies and Procedures Manual
                                            and/or existing practices, the terms of this Agreement shall govern.



 


		c.	Except
                                            as otherwise provided herein, Employee shall serve the Company on a part time and “as
                                            available” basis. The Company acknowledges that Employee is currently engaged in numerous
                                            activities, including employment at The Johns Hopkins School of Medicine and consultancies
                                            in addition to his employment relationship with the Company and that Employee may establish
                                            additional outside relationships and activities without approval by the Company.



 


		2.	Term
                                            of Employment. This Employment Agreement shall commence on the Effective Date and shall
                                            continue until terminated for any reason by either party, which shall be effective upon written
                                            Notice (the “Term of Employment”). In the event of a Notice of Termination issued
                                            by the Company for any reason, the Employee shall be paid his normal monthly Base Salary
                                            for three months paid following Notice of Termination which shall constitute Employee’s
                                            full and complete entitlement to severance compensation.



 




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		3.	Compensation.
                                            During the Term of Employment, the Company will pay Employee the Base Salary set forth
                                            in Exhibit “A” (the “Base Salary”). The Employee’s Base Salary
                                            shall be paid monthly during the Term of Employment after the deduction of appropriate federal
                                            and state withholding taxes. Additionally, at the effective date of this Agreement, the Employee
                                            shall be granted Two Hundred Thousand (200,000) stock options (the “Stock Options”),
                                            each with a five-year term, an exercise price of $1.10, and vesting and becoming exercisable
                                            as provided in Exhibit “B” hereto. The Stock Options shall be subject to and
                                            governed by the terms and conditions set forth in the Company’s written stock option
                                            plan and formal Stock Option Grant Agreement.



 


		4.	Expenses.
                                            The Company will reimburse Employee for all reasonable pre-approved travel and out of
                                            pocket expenses incurred by Employee during the Term of Employment in providing services
                                            hereunder.



 


		5.	Disclosure
                                            of Inventions. During the Term of Employment, Employee shall promptly disclose in confidence
                                            to the Company all inventions, improvements, designs, original works of authorship, formulas,
                                            processes, compositions of matter, computer software programs, databases, mask works and
                                            trade secrets made or discovered by Employee that: (i) are related to, expand, continue and/or
                                            advance the Company’s Proprietary Assets or the potential manufacture, formulation,
                                            use, efficacy or safety thereof; (ii) are made or discovered as a direct result of the performance
                                            of services hereunder; and/or (iii) are made or discovered based on the recommendation or
                                            suggestion of the Company or the Company’s Founder, Jonnie R Williams (the “Inventions”).
                                            The Company’s Proprietary Assets are defined as all discoveries, product candidates,
                                            molecules, processes, potential therapies, and/or technologies that the Company treats as
                                            proprietary and/or trade secret; provided that, the Company first notifies Employee in writing
                                            and Employee does not object in writing, to such status as a Proprietary Asset. Employee
                                            is hereby given written notice that as of the date hereof the Company’s Proprietary
                                            Assets consist of MYMD-1 (Isomysomine) and if acquired by the Company, SUPERA-1R. Both MYMD-1
                                            and SUPERA-1R are described in patent filings. For clarity, regardless of written notice,
                                            the Company’s Proprietary Assets will include any and all Inventions made or discovered
                                            by Employee during the Term provided the Invention is made or discovered pursuant to subparagraph
                                            (i), (ii) and/or (iii) above. 



 


		6.	Work
                                            for Hire; Assignment of Inventions. Employee acknowledges and agrees that any copyrightable
                                            works prepared within the scope of involvement with the Company are “works for hire”
                                            under the Copyright Act and that the Company will be considered the author and owner of such
                                            copyrightable works. Employee agrees that all Inventions that (i) are developed using equipment,
                                            supplies facilities or trade secrets of the Company, (ii) result from work performed for
                                            the Company, or (iii) relate to any of the Company’s Proprietary Assets will be the
                                            sole and exclusive property of, and are hereby irrevocably assigned by him to, the Company.



 




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		7.	Assignment
                                            of Other Rights. In addition to the foregoing assignment of Inventions to the Company,
                                            Employee hereby irrevocably transfers and assigns to the Company: (i) all worldwide patents,
                                            patent applications, copyrights, mask works, trade secrets and other intellectual property
                                            rights in any Invention; and (ii) any and all “Moral Rights” (as defined below)
                                            that he may have in or with respect to any Invention. Employee also hereby forever waives
                                            and agrees never to assert any and all Moral Rights he may have in or with respect to any
                                            Invention, even after termination of my involvement with the Company. “Moral Rights”
                                            mean any rights to claim authorship of an Invention, to object to or prevent the modification
                                            of any Invention, or to withdraw from circulation or control the publication or distribution
                                            of any Invention, and any similar right, existing under judicial or statutory law of any
                                            country in the world, or under any treaty, regardless of whether or not such right is denominated
                                            or generally referred to as a “moral right”.



 


		8.	Assistance.
                                            Employee agrees to assist the Company in every proper way to obtain for the Company and
                                            enforce patents, copyrights, mask work rights, trade secret rights and other legal protections
                                            for the Company’s Inventions in any and all countries. Employee will execute any documents
                                            that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights,
                                            mask work rights, trade secrets and other legal protections. Employee’s obligations
                                            under this paragraph will continue beyond the termination of this Agreement, provided that
                                            the Company will compensate Employee at a reasonable rate after such termination for time
                                            or expenses actually spent by me at the Company’s request on such assistance. Employee
                                            appoints the President of the Company as attorney-in-fact to execute documents on her behalf
                                            for this purpose upon his review and approval of such documents.



 


		9.	Proprietary
                                            Information. Employee understands that his participation in this Agreement with the Company
                                            creates a relationship of confidence and trust with respect to any information of a confidential
                                            or secret nature that may be disclosed to him by the Company that relates to the businesses
                                            of the Company or to the business of any affiliate, customer or supplier of the Company or
                                            any other party with whom the Company agrees to hold information of such party in confidence
                                            (the “Proprietary Information”). Such Proprietary Information includes, but is
                                            not limited to, Inventions, marketing plans, product plans, business strategies, financial
                                            information, forecasts, personnel information, customer lists, domain names or any other
                                            material information, which is not generally available to the public.



 




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		10.	Confidentiality.
                                            At all times, both during the Term of Employment and after its termination, Employee
                                            will keep and hold all such Proprietary Information in strict confidence and trust. Employee
                                            will not use or disclose any Proprietary Information without the prior written consent of
                                            the Company, except as may be necessary to perform his duties for the benefit of the Company,
                                            provided, however, that the restrictions upon use of Proprietary Information not constituting
                                            “Trade Secrets” shall be limited to the period of this Agreement with the Company
                                            and five (5) years thereafter. Upon termination of his involvement with the Company, Employee
                                            will promptly deliver to the Company all documents and materials of any nature pertaining
                                            to his work with the Company. Employee will not take with him any documents or materials
                                            or copies thereof containing any Proprietary Information. As used herein, the term “Trade
                                            Secret” means any technical or nontechnical data, formula, pattern, compilation, program,
                                            device, method, technique, drawing, process, financial data, financial plan, product plan,
                                            list of actual or potential customers or suppliers, or other information similar to any of
                                            the foregoing, which (i) derives economic value, actual or potential, from not being generally
                                            known to, and not being readily ascertainable by proper means by, other persons who can derive
                                            economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable
                                            under the circumstances to maintain its secrecy. Employee shall keep all Trade Secrets of
                                            the Company for as long as the Company maintains them as a trade secret. In addition to the
                                            requirements set forth above, Employee agrees that the restrictions in this Agreement regarding
                                            the use or disclosure of Proprietary Information, including, without limitation, the restrictions
                                            in this Agreement regarding the use or disclosure of Trade Secrets, shall be in addition
                                            to any restrictions imposed by law in the absence of contract.



 


		11.	No
                                            Breach of Prior Agreement. Employee represents that his performance of all the
                                            terms of this Agreement will not breach any agreement with any former or current employer
                                            or other party, including but not limited to The Johns Hopkins School of Medicine. Employee
                                            represents that he will not bring with him to the Company or use in the performance of my
                                            duties for the Company any documents or materials or intangibles of a former employer or
                                            third party that are not generally available to the public or have not been legally transferred
                                            to the Company.



 


		12.	Injunctive
                                            Relief. Employee understands that in the event of a breach or threatened breach
                                            of this Agreement by Employee, the Company may suffer irreparable harm and will therefore
                                            be entitled to injunctive relief to enforce this Agreement.



 


		13.	Governing
                                            Law: Severability. This Agreement will be governed by and construed in accordance
                                            with the laws of the State of Florida, without giving effect to that body of laws pertaining
                                            to conflict of law. If any provision of this Agreement is determined by any court or arbitrator
                                            of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision
                                            will be enforced to the maximum extent possible given the intent of the parties hereto. If
                                            such clause or provision cannot be so enforced, such provision shall be stricken from this
                                            Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal
                                            or unenforceable clause or provision had (to the extent not enforceable) never been contained
                                            in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon
                                            the substantial benefit of the bargain for any party is materially impaired, which determination
                                            as made by the presiding court or arbitrator of competent jurisdiction shall be binding,
                                            then this Agreement will not be enforceable against such affected party and both parties
                                            agree to renegotiate such provision(s) in good faith.



 




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		14.	Counterparts.
                                            This Agreement may be executed in any number of counterparts, each of which when so executed
                                            and delivered will be deemed an original, and all of which together shall constitute one
                                            and the same agreement.



 


		15.	Entire
                                            Agreement. This Agreement and the documents referred to herein or referencing this Agreement
                                            constitute the entire agreement and understanding of the parties with respect to the subject
                                            matter of this Agreement, and supersede all prior understandings and agreements, whether
                                            oral or written, between or among the parties hereto with respect to the specific subject
                                            matter hereof.



 


		16.	Amendment
                                            and Waiver. This Agreement may be amended only by a written agreement executed
                                            by each of the parties hereto. No amendment of or waiver of, or modification of any obligation
                                            under this Agreement will be enforceable unless set forth in a writing signed by the party
                                            against which enforcement is sought.



 


IN
WITNESS WHEREOF, the Company has caused this Employment Agreement to be signed by its officer pursuant to the authority of its Board,
and the Employee has executed this Employment Agreement, as of the day and year first written above.


 



	 	MYMD Pharmaceuticals, Inc.
	 	 	 
	 	By:	/s/
    James A. McNulty 
	 	Name:	James A. McNulty, CEO 
	 	 	 
	 	 	Paul M. Rivard, Esq.
	 	 	/s/
    Paul M. Rivard




 




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EXHIBIT
“A”


 


Base
Salary


 


Employee’s
Base Salary shall be one hundred fifty thousand dollars ($150,000) per annum paid in monthly increments.


 




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EXHIBIT
“B”


 


Stock
Option Vesting Schedule (only vested stock options may be exercised)


 


Set
forth below is the schedule pursuant to which the Employee Stock Options granted to Employee on the Effective Date of this Agreement
shall vest and become exercisable:


 


One
Hundred Thousand (100,000) Stock Options shall vest at the end of year one (1) following the Effective Date and One Hundred Thousand
Options (100,000) shall vest at the end of year Two (2) following the Effective Date of this Employment Agreement.


 




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