Exhibit 10.1


 


 


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






 


  


March 31, 2021


 


 


Harold Hoium


Chief Executive Officer


Hybrid Medical LLC


5200 Wilson Road, Suite 150


Edina, Minnesota 55424


 


 


Dear Harold:


 


This letter agreement
(this “Second Letter Agreement”) is being entered into as of March 31, 2021 (the "Effective Date") by and between
Metuchen Pharmaceuticals LLC ("METUCHEN") 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, as amended by that certain letter agreement (the “First Letter Agreement”) dated September 24, 2020 between METUCHEN
and HYBRID (as amended by the First Letter Agreement, the "License Agreement"). Except as specifically provided herein, nothing
in this Second 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 (i) the Upfront Payment in the sum of $100,000 pursuant to Section
4.1.1 of the License Agreement, (ii) 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, and (iii) additional payments of $50,000 and $100,000, respectively,
pursuant to the First Letter Agreement to extend the term of the Agreement for a Second Period to March 24, 2021. The Parties further
hereby acknowledge that METUCHEN intends to exercise its right to terminate this agreement at the end of the Second Period pursuant to
Section 4.1.3 unless the Parties can reasonably agree to certain amendments to the License Agreement. The Parties further hereby
acknowledge their mutual desire to enter into this Second Letter Agreement to further extend the Second Period referred to in Section
4.1.3 of the License Agreement for an additional six (6) months to September 24, 2021 to permit additional time for the Parties to
consider certain amendments to the License Agreement. Accordingly, in consideration of the foregoing, METUCHEN shall pay HYBRID a
one-time, non-creditable and non-refundable payment of Two Hundred Thousand U.S. Dollars ($200,000), which shall be payable within seven
(7) calendar days of the Effective Date, and the Parties mutually agree to extend the Second Period until
September 24, 2021 with all other rights and obligations remaining. For the avoidance of doubt, (i) $75,000 of this payment shall be a
non-creditable payment for purposes of Section 4.1.3 (Second Period) and Section 4.2 (Milestone Payments) of the License
Agreement, and (ii) $125,000 of the this payment shall be deemed to be a payment by METUCHEN in full satisfaction of its obligation to
pay the First Anniversary Milestone Payment set forth in Section 4.2.1. METUCHEN further acknowledges that this Second Letter
Agreement shall not impact the agreements made between HYBRID and Custom RX, LLC, including, but not limited to, Amendment No. 3 to the
Distributor Agreement dated July 17, 2020.


 






     


     


    

 





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


 


 


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


 


[Signature page follows]


 




     


     


    

 





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








 


 


	 	Sincerely,
	 	 
	 	 
	 	/s/ Fady Boctor
	 	Fady Boctor, Chief Commercial Officer
	 	Metuchen Pharmaceuticals, LLC


  


 


Agreed and Accepted as of March 31, 2021:


 


 


	Hybrid Medical LLC	 
	 	 	 
	By:	/s/ Harold Hoium	 
	Name:	Harold Hoium	 
	Title: 	Chief Executive Officer