Exhibit 10.2


 





AMENDMENT TO AMENDED AND RESTATED CONSULTING
AGREEMENT


 


This Amendment
to the Amended and Restated Consulting 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 LYL Holdings Inc. (the “Consultant”). Capitalized terms used but not defined
herein have the meanings given to them in the Consulting Agreement (as defined below).


 


RECITALS


 


WHEREAS, the
Consultant and the Company entered into that certain Amended and Restated Consulting Agreement, dated October 25, 2016, and effective
as of July 17, 2013 (the “Consulting Agreement”), pursuant to which the Consultant received the rights to a
certain amount of the financial return produced by the Product (as defined in the Consulting Agreement) in accordance with the
terms and conditions set forth therein;


 


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


 


WHEREAS, in
consideration of the Company’s right to buyback the Interest or any portion of the Interest from the Consultant, the Company
is willing to amend terms of the Consulting Agreement with respect to the Company’s transaction with SWK Funding LLC; and


 


WHEREAS, pursuant
to Section 6.4 of the Consulting Agreement, the parties desire to amend, modify and supplement the Consulting 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 Consulting Agreement. Article 1 of the Consulting 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 (as defined in the Consulting Agreement) until four and one half
(41⁄2) years from the Effective Date, the Company shall have the right to buyback the Interest or any portion of the Interest
from the Consultant by providing written or electronic notice to the Consultant. 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 that equals the
percentage amount of the Interest to be bought back by the Company based on a rate of five percent (5%) being equal to Five Hundred
Thousand Dollars (US$500,000.00) (the “Buyback Amount”). In the event that such notice is provided within three
and one quarter (31⁄4) years of the Effective Date, then the Company shall pay the Consultant 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 of the Effective Date and no later than four and one half (41⁄2) years from the Effective
Date, then the Company shall pay the Consultant 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 Consultant 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 Consultant
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 Consulting Agreement as provided herein, the Company shall agree with the Consultant
as follows:


 


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 Consultant hereby agree that
upon the Company receiving subsequent to the Effective Date at least Three Million Dollars (US$3,000,000.00) 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.


 


3.       This
Amendment and the Consulting 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.


 


4.       All
other terms and conditions of the Consulting Agreement shall remain in full force and effect.


 


5.       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.


 


6.       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.	 	LYL HOLDINGS INC.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Dr. Roger Crystal	 	By:	/s/ Brad Miles	 
	 	 	 	 	 	 
	Name:	Dr. Roger Crystal	 	Name:	Brad Miles	 
	 	 	 	 	 	 
	Title:	Chief Executive Officer	 	Title:	President and Director	 







 


 







     


     


    

EXHIBIT A


 


Amended and Restated Consulting Agreement, dated October 25,
2016, and effective as of July 17, 2013.