Exhibit 10.11


 


Employment
Agreement


 


This
Employment Agreement is entered into effective as of December 18, 2020 (the “Effective Date”) by and between MYMD Pharmaceuticals.
Inc (the “Company”) and Adam Kaplin, M.D. (“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 Chief Scientific Officer (“CSO”) 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 full-time basis. The Company acknowledges that Employee is currently
    engaged in numerous activities 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 for two years (the “Term
    of Employment”). In the event of a Notice of Termination issued by the Company for cause, 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. In addition to the Base Salary, the Company will pay Bonus Compensation to Employee in accordance
    with Exhibit “B” (the “Bonus Compensation”). Additionally, at the effective date of this Agreement, the Employee
    shall be paid a Signing Bonus as provided in Exhibit “C” hereto, and shall be granted Four Hundred Thousand (400,000)
    stock options (the “Stock Options”), each with a two-year term, an exercise price of $1.00, and vesting and becoming
    exercisable as provided in Exhibit “D” 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 Agreement and a formal Stock Option Grant Agreement.
	 	4.	Benefits.
    The Company will provide and cover the cost of health insurance and disability policies for Employee during the Term of Employment.
	 	5.	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.
	 	6.	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 includes MYMD-1 (Isomyosmine) and 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.
	 	7.	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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	 	8.	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 within the scope of involvement with the Company; 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 within the scope of involvement with the Company, 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.”
	 	9.	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.
	 	10.	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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	 	11.	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.
	 	12.	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.
	 	13.	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.
	 	14.	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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	 	15.	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.
	 	16.	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.
	 	17.	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.
	 	 
	 	/s/
    James A. McNulty
	 	By: James
    A. McNulty, CEO
	 	 
	 	Adam
    Kaplin, M.D.
	 	 
	 	/s/
    Adam Kaplin



 




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EXHIBIT
“A”


 


Base
Salary


 


Employee’s
Base Salary shall be Two Hundred Fifty Thousand dollars ($250,000) per annum paid in monthly increments.


 




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EXHIBIT
“B”


 


Bonus
Compensation


 


The
following Bonus Compensation shall be paid to Employee within thirty (30) calendar days following the completion of each of the following
Bonus Events that are accomplished by MyMD-1 during the Term of Employment.


 


	 	1)	Bonus
    Compensation of $100,000 cash to be paid in lump-sum cash upon the completion of the following Bonus Event: dosing of the first patient
    with MyMD-1 in the first MyMD-1 Phase 2 clinical trial which can be for any disease indication other than COVID-19; a clinical trial
    for depression involving patients who have COVID-19 would quality as a disease indication other than COVID-19.
	 	 	 
	 	2)	Bonus
    Compensation of $100,000 cash to be paid in lump-sum cash upon the completion of the following Bonus Event: public announcement of
    positive results from the first MyMD-1 Phase 2 clinical trial which can be for any disease indication other than COVID-19;
	 	 	 
	 	3)	Bonus
    Compensation of $100,000 cash to be paid in lump-sum cash upon the completion of each of the following Bonus Events: public announcement
    of positive results from each MyMD-1 Phase 2 clinical trial following the initial Phase 2 clinical trial described in #2 above (to
    a maximum of five (5) additional Phase 2 clinical trials) which can be for any disease indication other than COVID-19;
	 	 	 
	 	4)	Bonus
    Compensation of $200,000 cash to be paid in lump-sum cash upon the completion of the following Bonus Event: public announcement of
    positive results from the initial MyMD-1 Phase 3 clinical trial in COVID-19;
	 	 	 
	 	5)	Bonus
    Compensation of $100,000 cash to be paid in lump-sum cash upon the completion of the following Bonus Event: the establishment of
    a formal relationship with the National Institutes of Health (NIH) to advance, participation in and/or support MyMD-1 clinical trials
    in COVID-19 provided that the nature and/or extent of the NIH relationship is satisfactory in the discretion of the Company’s
    Board of Directors;
	 	 	 
	 	6)	Bonus
    Compensation of $200,000 cash to be paid in lump-sum cash upon the completion of the following Bonus Event: public announcement of
    FDA and/or EMA approval of an IND for SUPERA-1R for Human Clinical Trials;
	 	 	 
	 	7)	Such
    additional Bonus Compensation as may be determined in the discretion of the Company’s Board of Directors, including at its
    annual review of Employee’s compensation.


 




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EXHIBIT
“C”


 


Signing
Bonus


 


At
the Effective Date of this Agreement, Employee shall receive a lump-sum payment of one hundred thousand dollars ($100,000).


 




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EXHIBIT
“D”


 


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:


 


Four
Hundred Thousand (400,000) Stock Options shall vest on the Effective Date of this Employment Agreement.


 




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