Exhibit 10.10


 





metuchen


Pharmaceuticals


 






200
U.S. 9, Suite 500, Manalapan Township, NJ 07726

 


 


September 24, 2020


Harold Hoium


Chief
Executive Officer 

Hybrid Medica l LLC


5200 Wilson Road, Suite
150 


Edina,
Minnesota 55424


 


Dear Harold:


 


This Letter Agreement
is being entered into as of September 24, 2020 (the " Effective Date") by and between Metuchen Pharmaceuticals LLC ("MET
UCHEN") and Hybrid Medical LLC ("HYBRID") (referred to herein collectively as the " Parties") to amend the License
Agreement entered into between the Parties on March 24, 2020 pursuant to Section 12.11 thereof (the "License Agreement"). Except
as specifically provided herein, nothing in this Letter Agreement is intended to, nor shall it, modify the License Agreement in any manner,
including, but not limited to, the Milestone Payments as set forth in Section 4.2 of the License Agreement. Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the License Agreement.


 


The
Parties hereby acknowledge that METUCHEN has previously paid to HYBRID the Upfront Payment in the sum of $100,000 pursuant to Section
4.1.l of the License Agreement and an additional payment of $100,000 pursuant to Section 4.1.2 of the License Agreement to extend the term of the Agreement for a Second Period to September 24, 2020. The Parties further hereby
acknowledge their mutual desire to enter into this Letter Agreement to extend the Second Period referred to in section 4.1.3
of the License Agreement for an additional six months to March 24, 2021. Accordingly, in consideration of the payments outlined below
the Parties mutually agree to extend the Second Period until March 24, 2021 with all other rights and obligations remaining.


 


In
consideration of the foregoing, METUCHEN shall pay to HYBRID a one-time, non-creditable and non-refundable payment of fifty thousand
U.S. Dollars ($50,000), which shall be payable within fifteen (15) days of the Effective Date. In addition, as of December 24, 2020,
METUCHEN shall be required to pay HYBRID an additional one hundred thousand U.S. Dollars ($100,000), which shall be payable within fifteen
(15) days of December 24, 2020 and of which fifty thousand U.S. Dollars ($50,000) shall be creditable toward any payment required pursuant
to Section 4.1.3 of the License Agreement (for the avoidance of doubt, the other $50,000 of this $100,000 payment shall be a
non-credible and non-refundable payment). METUCHEN further acknowledges that this Letter Agreement shall not impact the agreements made
between HYBRID and Custom RX, LLC ("Custom RX"), including, but not limited to, Amendment No. 3 to the Distributor Agreement
dated July 17, 2020.


 


If the foregoing is acceptable
to you, please sign and date this Letter Agreement in the space provided below and return it to me.


 






     


     


    

 


metuchen


Pharmaceuticals



 


200
U.S. 9, Suite 500, Manalapan Township, NJ 07726


 


 


 


  


	 	Sincerely,
	 	 
	 	 
	 	/s/ Keith Lavan 
	 	Keith Lavan, Chief Financial Officer
	 	Metuchen Pharmaceuticals LLC


 


 


Agreed and Accepted on September
24, 2020


 


 


	  /s/ Harold Hoium	 


Harold Hoium


Chief Executive Officer Hybrid
Medica l LLC