Exhibit
10.1


 


Cocrystal
Pharma, Inc.


1860
Montreal Road


Tucker,
GA 30084


678-892-8800


 


May
26, 2017


 


Mr.
James Martin


[________________]


[________________]


 


Re:
Offer to become Chief Financial Officer


 


Dear
Jim:


 


Offer
and Position


 


We
are very pleased to extend an offer of employment to you for the position of Chief Financial Officer (“CFO”) of Cocrystal
Pharma, Inc., a Delaware corporation, (the “Company”). This offer of employment is conditioned on your satisfactory
completion of certain requirements, as more fully explained in this letter. Your employment is subject to the terms and conditions
set forth in this letter.


 


Duties


 


In
your capacity as CFO, you will perform duties and responsibilities that are commensurate with your position and such other duties
as may be assigned to you from time to time. As CFO you will have the primary responsibility for the preparation of all financial
statements filed by the Company with the Securities and Exchange Commission (“SEC”) and executing the certifications
required by the Sarbanes Oxley Act of 2002 and the rules of the SEC. You will report directly to the Chief Executive Officer and
the Board of Directors of the Company (the “Board”). You agree to devote your full business attention and best efforts
to the performance of your duties and to the furtherance of the Company’s interests. Notwithstanding the foregoing, nothing
in this letter shall preclude you from devoting reasonable periods of time to charitable and community activities, managing personal
investment assets and subject to Board approval which will not be unreasonably withheld, serving on boards of other companies
(public or private) not in competition with the Company, provided that none of these activities interferes with the performance
of your duties hereunder or creates a conflict of interest.


 


Location


 


Your
principal place of employment shall be Miami, Florida. You will also be required to travel to the company’s other offices
and elsewhere, as needed, to properly your employment duties and responsibilities.


 


Start
Date


 


Subject
to satisfaction of all of the conditions described in this letter, this offer is based on a mutually acceptable start date, to
be determined/your anticipated start date is June 1, 2017 (“Start Date”).


 




    	 		 



    	 



    

 


Base
Salary


 


In
consideration of your services, you will be paid an initial base salary of $230,000 per year (“Base Salary”), subject
to review annually, payable in accordance with the standard payroll practices of the Company and subject to all withholdings and
deductions as required by law. Notwithstanding the foregoing, the Company shall be under no obligation to increase your Base Salary.


 


Annual
Bonus


 


During
your employment, you will be eligible to receive a discretionary bonus to the extent approved by the Company’s Board. Notwithstanding
the foregoing, the Board may refuse to pay you any bonus in its sole discretion.


 


Equity
Grants


 


During
your employment, you will be eligible to receive stock options to the extent approved by, and at the sole discretion of, the Company’s
Board.


 


Benefits


 


You
will be eligible to participate in the employee benefit plans and programs generally available to the Company’s executives,
including health and other benefits, subject to the terms and conditions of such plans and programs. You will be entitled to 4
weeks of paid vacation annually and at such times that do not interfere with the Company’s filing of reports and registration
statements with the SEC and would not otherwise conflict with any activities approved by the Board. The Company reserves the right
to amend, modify or terminate any of its benefit plans or programs at any time and for any reason.


 


Withholding


 


All
forms of compensation paid to you as an employee of the Company shall be less all applicable withholdings.


 


Employment
Agreement


 


The
Company agrees to negotiate with you an acceptable employment agreement consistent with the terms of this offer letter.


 


We
are excited at the prospect of you joining our team on a full-time and permanent basis. If you have any questions about the above
details, please call me immediately. If you wish to accept this position, please sign below and return this letter to me within
2 days. This offer is open for you to accept until May 30, 2017. at which time it will be deemed to be withdrawn. I forward to
hearing from you.


 


Yours
sincerely,


 


	COCRYSTAL
    PHARMA, INC.	 
	 	 	 
	By:	/s/
    Gary Wilcox	 
	 	Gary
    Wilcox, CEO	 


 




    	 		 



    	 



    

 


Acceptance
of Offer


 


I
have read, understood and accept all the terms of the offer of employment as set forth in the foregoing letter. I have not relied
on any agreements or representations, express or implied, that are not set forth expressly in the foregoing letter, and this letter
supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with
respect to the subject matter of this letter.


 


	James
    Martin	 
	 	 
	/s/
    James Martin	 
	 	 
	Date:
    May 29, 2017