Exhibit 10.1


 





AMENDMENT TO INVESTMENT AGREEMENT


 


This Amendment
to the Investment Agreement (this “Amendment”) is made as of June 1, 2017 (the “Effective Date”),
by and between Opiant Pharmaceuticals, Inc. (formerly known as Lightlake Therapeutics Inc.), a Nevada corporation (“Company”)
and Ernst Welmers (the “Investor”). Capitalized terms used but not defined herein have the meanings given to
them in the Investment Agreement (as defined below).


 


RECITALS


 


WHEREAS, the
parties entered into that certain Investment Agreement, dated as of May 15, 2014 (and clarified in a letter agreement dated October
15, 2014) (the “Investment Agreement”), pursuant to which Investor agreed to invest certain funds into the Company,
and the Company has agreed to assign the Investor the right to receive a certain amount of the financial return produced by the
Product in accordance with the terms and conditions set forth therein;


 


WHEREAS, the
Company is currently planning on developing a specific product that is not for the treatment of a specific addiction, that the
Company internally references under the name “DAVINCI” and that is undergoing a study during Q1 2017 (“DAVINCI”);


 


WHEREAS, the
parties desire to amend the Investment Agreement to provide for the Company’s right to buyback the Interest or any portion
of the Interest from the Investor;


 


WHEREAS, in
consideration of the Company’s right to buyback the Interest or any portion of the Interest from the Investor, the Company
is willing to pay the Investor the DAVINCI Interest and the Payment (both terms as defined herein); and


 


WHEREAS, pursuant
to Section 6.4 of the Investment Agreement, the parties desire to amend, modify and supplement the Investment Agreement in the
manner specified in this Amendment.


 


NOW, THEREFORE,
for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree
as follows:


 


1.       Amendment
to Article 1 of the Investment Agreement. Article 1 of the Investment Agreement is hereby amended by adding a new Section 1.2
thereto, immediately after Section 1.1, as follows:


 






     


     


    

 


“1.2         Notwithstanding
any other provisions of this Agreement, from the Effective Date until five (5) years from the date of the Investment, the Company
shall have the right to buyback the Interest or any portion of the Interest from the Investor by providing written or electronic
notice to the Investor. Any such notice shall include the percentage amount of the Interest to be bought back by the Company,
and such notice shall also include the dollar amount invested by the Investor that equals the percentage amount of the Interest
to be bought back by the Company based on a rate of one and a half percent (1.5%) per Three Hundred Thousand Dollars (US$300,000.00)
of investment (the “Buyback Amount”). In the event that such notice is provided within three and one quarter
(31⁄4) years of the date of the Investment, then the Company shall pay the Investor one point eight (1.8) times the Buyback
Amount within ten (10) business days of providing such notice. In the event that such notice is provided after three and one quarter
(31⁄4) years from the date of the Investment and no later than five (5) years from the date of the Investment, then the Company
shall pay the Investor three point fifteen (3.15) times the Buyback Amount within ten (10) business days of providing such notice.
Upon the Company’s paying to the Investor the Buyback Amount with respect to the Interest or any portion of the Interest,
such Interest or portion of the Interest, as appropriate, shall be deemed either extinguished or transferred or sold back to the
Company, at the Company’s direction, and have no further legal effect and the Investor shall have no rights with respect
to such amount of Interest bought back by the Company.”


 


2.       As
consideration for the amendment made to the Investment Agreement as provided herein, the Company shall pay the Investor as follows:


 


		(a)	Within fifteen (15) business days of the execution of this Amendment, the Company shall pay the
Investor Thirty Thousand Dollars (US$30,000.00)(“Payment”).



 


		(b)	The Company hereby agrees to grant the Investor the right to receive, pro rata, 0.375% of the Net
Profit generated from DAVINCI (Net Profit shall have the same meaning as in the Investment Agreement except the product for which
it will be calculated is for DAVINCI) from the date of this Amendment (the “DAVINCI Interest”). In the event
of a Divestiture, the Investor shall receive 0.375% of the net proceeds of such sale, pro rata, and in the form of such net proceeds,
after the deduction of DAVINCI expenses not previously deducted. In the event that the Company is sold, then the Company shall
engage an independent financial or accounting firm to determine the fair value of the Company which is directly attributable to
DAVINCI (“Fair Market Value”) and the Investor shall receive 0.375% of such amount after the deduction of all
expenses and costs related to such sale. Upon receipt of the payment described in this Section 2(b), the DAVINCI Interest shall
be deemed either extinguished or transferred or sold back to the Company, at the Company’s direction, and have no further
legal effect and the Investor shall have no rights with respect to such DAVINCI Interest. Notwithstanding any other provisions
of this Agreement, from the Effective Date until four (4) years from the Effective Date the Company shall have the right to buyback
the DAVINCI Interest or any portion of the DAVINCI Interest by providing written or electronic notice to the Investor. Any such
notice shall include the percentage amount of the DAVINCI Interest to be bought back by the Company, and such notice shall also
include the dollar amount that equals the percentage amount of the DAVINCI Interest to be bought back by the Company based on a
rate of 0.375% of DAVINCI Interest being equal to fifty six thousand two hundred fifty dollars ($56,250) (the “Buyback Amount”).
In the event that such notice is provided within two and one half (21⁄2) years of the Effective Date, then the Company shall
pay the Investor two (2) times the Buyback Amount within ten (10) business days of providing such notice. In the event that such
notice is provided after two and one half (21⁄2) years from the Effective Date and no later than four (4) years from the Effective
Date, then the Company shall pay the Investor three and one half (31⁄2) times the Buyback Amount within ten (10) business
days of providing such notice. Upon the Company’s paying to the Investor the Buyback Amount with respect to the DAVINCI Interest
or any portion of the DAVINCI Interest, such DAVINCI Interest or portion of the DAVINCI Interest, as appropriate, shall be deemed
either extinguished or transferred or sold back to the Company, at the Company’s direction, and have no further legal effect
and the Investor shall have no rights with respect to such amount of DAVINCI Interest bought back by the Company.



 






     


     


    

 


3.       The
Company previously entered into a Purchase and Sale Agreement (the “SWK Agreement”) with SWK Funding LLC (“SWK”)
pursuant to which, inter alia the Company sold SWK a portion of the royalties the Company could have received pursuant to
the License Agreement dated December 15, 2014 (the “Adapt Agreement”), by and between the Company and Adapt
Pharma Operations Limited, an Irish limited company (“Adapt”). The transactions contemplated by the SWK Agreement
are referred to herein collectively as the “SWK Transaction.” The Company and the Investor hereby agree that
upon the Company receiving subsequent to the Effective Date at least $3 million from SWK pursuant to the SWK Transaction and/or
from Adapt pursuant to the Adapt Agreement, fifty percent (50%) of all actual amounts received by the Company from SWK pursuant
to the SWK Transaction shall be deemed “pre-tax revenue received by the Company that was derived from the sale of the Product”
and therefore such amount shall be used in determination of the Net Profit.


 


4.       This
Amendment and the Investment Agreement, attached as Exhibit A, constitute the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements and understanding between the parties (whether written
or oral) relating thereto. No modification shall be effective unless made in writing and signed by a duly authorized representative
of each party.


 


5.       All
other terms and conditions of the Investment Agreement shall remain in full force and effect.


 


6.       This
Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Amendment may be executed by facsimile or electronically transmitted signatures and such signatures
shall be deemed to bind each party hereto as if they were original signatures.


 


7.       This
Amendment, and any interpretation, dispute or controversy arising out of this Amendment, shall be governed by and construed in
accordance with the laws of the State of Nevada without regard to the conflicts of laws principles thereof.


 


 



     


     


    




 


IN WITNESS
WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the day and year first
above written.


 





	OPIANT PHARMACEUTICALS, INC.	 	ERNST WELMERS	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Dr. Roger Crystal	 	/s/ Ernst Welmers	 
	 	 	 	 	 
	Name:	Dr. Roger Crystal	 	 	 
	 	 	 	 	 
	Title:	Chief Executive Officer	 	 	 










 


 







     


     


    

 


EXHIBIT A


 


Investment Agreement, dated May 15, 2014, and letter agreement
clarifying the Investment Agreement, dated October 15, 2014.