Exhibit 10.12


 





EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (this “Agreement”) is effective as of August 1, 2019, between Scopus BioPharma
Inc., a Delaware corporation (“Company”) and Ashish P. Sanghrajka (“Executive”).


 


RECITALS


 


WHEREAS,
Company desires to provide for the employment of Executive by Company, and Executive desires to accept such employment, in each
case subject to the terms and upon the conditions set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the promises and the mutual agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.            Definitions.
The following words and terms shall have the meanings set forth below for the purposes of this Agreement:


 


1.1            Cause.
Termination of Executive’s employment for “Cause” shall mean termination based on any of the following:
(a) Executive’s willful misconduct, gross negligence, breach of fiduciary duty or material dishonesty as relates to
the Company or its clients, (b) any conviction of, or the entering of a plea of guilty or nolo contendere to, a crime that
constitutes a felony, (c) Executive’s violation of, or any action that causes the Company to violate, any law, rule or
regulation in connection with Company’s business that has, or is reasonably likely to have, a negative impact on the Company’s
ability to conduct its business in the ordinary course, (d) any conviction of a crime concerning misconduct by Executive
that has or is reasonably likely to have an adverse effect on the property, operations, business or reputation of Company, (e) the
violation by Executive of any other material the Company rule or policy applicable to Executive and of which Executive has
been provided or notified; (f) the breach by Executive of any provision of this Agreement or of any written covenant or agreement
with Company not contained in this Agreement, including not to disclose any confidential information or not to compete or interfere
with Company, which breach Executive fails to cure within ten (10) days after written notice thereof from the Company, or
(g) the failure of Executive to comply with any lawful direction of the Board of Directors (“Board”).


 


1.2            Disability.
Termination by Company of Executive’s employment based on “Disability” shall mean termination because
Executive is unable to perform the essential functions of his position due to a disability (as such term is defined in the Americans
with Disabilities Act) for six (6) months in the aggregate during any consecutive twelve (12) month period. This definition
shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other
applicable law.


 


1.3            Good
Reason. Termination of Executive’s employment by Executive for “Good Reason” shall mean termination
based on any of the following events: (a) a material breach of this Agreement by Company, (b) a reduction in Executive’s
salary or benefits without Executive’s written consent, (c) the relocation of Executive’s position to a location
outside a 50 mile radius of Executive’s current work location without Executive’s written consent, (d) a material
reduction in Executive’s job responsibilities, title, or position without Executive’s written consent, (e) the
failure of the Company to have this Agreement assumed in full by any successor in the case of any merger, consolidation, or sale
of all or substantially all of the assets of the company or (f) the failure of the Company to timely pay to the Executive
any compensation owed to him under this Agreement. To constitute Good Reason under this Section 1.3, Executive must
provide Company with written notice in accordance with Section 7.2 of this Agreement within fifteen (15) days of the
occurrence of the event(s) or circumstances that Executive believes may be grounds for Good Reason. Such notice must provide
Company with thirty (30) calendar days to cure, correct, or mitigate the Good Reason event(s) or circumstances. Any event(s),
circumstances, or alleged grounds that Company cures or remedies within thirty (30) days of such notice shall not constitute Good
Reason for termination.


 






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1.4            Nonrenewal.
This Agreement and Executive’s employment shall terminate upon Nonrenewal by either party. Termination for “Nonrenewal”
shall mean either party providing Notice of Termination in accordance with Section 1.5 of this Agreement at least
sixty (60) calendar days prior to the expiration of the initial, or automatically extended, Term of this Agreement. Nonrenewal
shall not constitute a termination of employment under Section 4 of this Agreement. Notwithstanding any provision
of this Agreement to the contrary, (a) the automatic extension of the Term of this Agreement shall not affect any of the
Company’s rights to terminate Executive’s employment at any time prior to or after such extension and for any reason
whatsoever, and (b) in the event of the termination of Executive’s employment by the Company for any reason (other
than with Cause or due to the death or Disability of Executive, or by Executive for any reason other than Good Reason, which termination
shall be governed by Section 4.2), the Company’s sole obligation to Executive shall be to pay him the amounts
set forth in Sections 4.1(i) - (iv) and such payment shall be Executive’s sole remedy for such termination.


 


1.5            Notice
of Termination. Any purported termination of Executive’s employment by Company for any reason, or by Executive for any
reason shall be communicated by a written “Notice of Termination” to the other party hereto. For purposes of
this Agreement, a “Notice of Termination” shall mean a dated notice that (a) indicates the specific termination
provision in this Agreement relied upon, (b) sets forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination of Executive’s employment under the provision so indicated, (c) specifies a Date of Termination
(as defined below), and (d) is given in the manner specified in Section 7.2. “Date of Termination”
as used in this Agreement shall mean the date on which Executive’s employment with Company terminates.


 


1.6            Definition
of Person. For purposes of this Agreement, “Person” shall have the meaning assigned thereto in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).


 


2.            Employment.


 


2.1            Position
and Term. Company hereby employs Executive as President and Chief Financial Officer, reporting directly to the Board and Executive
hereby accepts said employment and agrees to render such services to Company, on the terms and conditions set forth in this Agreement.
Executive shall have the duties, authorities, and responsibilities commensurate with these titles. This Agreement shall commence
on the date hereof and, unless sooner terminated in accordance with Section 4, shall remain in effect for a period
of one (1) year (the “Term”). Following the initial Term, the Term will automatically and repetitively
extend for a period of one (1) year on the first-year anniversary of the effective date of this Agreement, and each one-year
anniversary thereafter, unless Notice of Termination is provided by either party in accordance with Sections 1.5 and
7.2 of this Agreement within 60 days prior to the expiration of the Term.


 






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2.2            Duties.
During the Term, Executive shall devote his full working time and attention and agrees to use his reasonable best efforts to further
the interests of Company and to perform such services for Company as is consistent with his position and as directed, from time
to time, by the Board. During the Term, Executive shall not be employed or involved in any other business activity. Notwithstanding
the foregoing, the following activities are permitted activities: (a) services for or on behalf of religious, educational,
charitable, civic, non-profit, or other community organizations, including serving on the boards of these organizations, and (b) such
other activities as may be specifically approved by Company, which such approval shall not be unreasonably withheld or delayed;
provided that such activities do not interfere with Executive’s duties to the Company.


 


2.3            Policies.
Except as otherwise provided herein, during the Term, Executive’s employment shall be subject to the personnel policies
that apply generally to Company’s executive employees as the same may be interpreted, adopted, revised or deleted from time
to time by Company in its sole discretion, provided, that Executive is notified of or provided with said policies.


 


3.            Compensation
and Benefits.


 


3.1            Signing
Bonus. The Company will pay to the Executive in a lump sum the amount of $60,000 as a signing bonus.


 


3.2            Base
Salary. For services rendered hereunder by Executive, Company shall compensate and pay Executive for his services during the
Term a base salary at a rate of $300,000 per year (“Base Salary”), which may be increased, but not decreased,
from time to time in such amounts as may be determined by the Compensation Committee of the Board (“Compensation Committee”).
Such Base Salary shall be payable in accordance with Company’s regular payroll practices.


 


3.3            Annual
Bonus.


 


(i)            The
Executive will be eligible to participate in an annual executive bonus plan pursuant to which he may earn a bonus (“Bonus”)
equal to up to 100% of his Base Salary (such maximum bonus may be referred to as the “Target Bonus”).



 


(ii)           Prior
to the commencement of each calendar year the Company’s Compensation Committee will establish and approve the Target Bonus
for such calendar year. Achievement of the Target Bonus will be based on the Executive meeting individual objectives and the Company
meeting company-wide objectives (collectively, the “Performance Criteria”).



 






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(iii)         The
Compensation Committee may, in its discretion, grant the Executive a Bonus in excess of the Target Bonus if the Performance Criteria
are exceeded.



 


(iv)         Following
the close of each calendar year but in no event later than January 31st, the Compensation Committee will meet and determine
the extent to which the Performance Criteria have been achieved for such year and the amount of the Bonus. Based on that determination,
payment of the Bonus (if any) shall be made by March 15th.



 


3.4            Withholding.
All payments required to be made by Company hereunder to Executive shall be subject to the withholding of such amounts, if any,
relating to tax and other payroll deductions as Company may reasonably determine should be withheld for payment to the applicable
taxing authorities pursuant to any applicable law or regulation. Company shall make such payments to the applicable taxing authority
when due.


 


3.5            Benefits.
Executive shall be entitled to participate in and receive the benefits of any benefit plans, benefits and privileges to which
executive level employees of Company are eligible, to the extent commensurate with his then duties and responsibilities (“Benefit
Plans”) when and if such Benefit Plans are established by Company; provided, however, if the Company does not have a
Benefit Plan for the provision of health insurance, the Company will reimburse Employee for the costs of family health insurance
coverage.


 


3.6            Paid
Time Off. Executive shall be entitled to fifteen (15) days of paid time off during each annual term of this Agreement. Up
to five (5) days of paid time off shall carry over to the following annual term of this Agreement and if not utilized during
such following term shall expire.


 


3.7            Stock
Options. Company agrees to grant Executive 300,000 stock options (“Options”) under the Company’s
2018 Equity Incentive Plan at an exercise price of $3.00 per share. Such Options will be incentive stock options to the maximum
extent allowable by law. Subject to Executive’s continuing employment and the Stock Option Agreement between Executive and
the Company, the Options shall vest quarterly over a 36-month period commencing with the first calendar quarter succeeding the
grant of the Options subject to proration for any period less than a full calendar quarter that the Options are outstanding; provided,
however, all the Options will vest upon a Change in Control. The Company shall register the options and the shares underlying
the Options with the Securities and Exchange Commission on a Form S-8 following the closing of the Company’s initial
public offering and Executive agrees to enter into a customary form option agreement with the Company incorporating the provisions
set forth in this Section 3.7.


 






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3.8            Definition
of Change in Control. For purposes of Section 3.7, a Change of Control shall occur upon (i) any Person (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined
in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent
(50%) of the total voting power represented by the Company’s then-outstanding voting securities; (ii) the consummation
of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) the consummation
of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total
voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately
after such merger or consolidation; or (iv) a change in the effective control of the Company that occurs on the date that
a majority of members of the Board is replaced during any twelve (12) month period by members of the Board whose appointment
or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes
of this definition, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a
merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company; provided, that
a Change in Control shall not be deemed to occur unless such event is also a change in the ownership or effective control of the
Company, or in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A, as
defined below. An IPO shall not be deemed a Change in Control.


 


3.8            Expenses.
Company shall promptly reimburse Executive or otherwise provide for or pay for all reasonable expenses incurred by Executive in
furtherance of, or in connection with the business of Company, subject to such reasonable documentation and other limitations
as may be established from time to time by policies of Company.


 


3.9            Indemnification/Insurance.
Executive will be entitled to (a) indemnification and (b) coverage under Company’s, director’s, and officer’s
insurance policies, if any, to the fullest extent permitted by applicable law and Company’s governing documents and the
terms of such policies, respectively, and in no event, shall the rights to indemnification or such coverage be lesser in any material
respect than any other director or officer of Company.


 


4.             Termination.


 


4.1            Termination
by Company Without Cause or by Executive for Good Reason. Other than in connection with a Change of Control, upon termination
of Executive’s employment by the Company for any reason other than Cause or the death or Disability of Executive, or  by
Executive for Good Reason, Company will pay and provide the following:


 


(i) severance
pay in an amount equal to 1.0 times the Executive’s then-current annual Base Salary, such amount to be paid in equal installments
over the 12-month period immediately following the date of termination in accordance with the Company’s normal payroll practices
with such installments to be no less frequent than monthly and to commence on the first payroll date following the date of termination;


 


(ii) all
accrued but unpaid bonuses for any completed fiscal year and accrued vacation pay, expense reimbursement and other benefits due
to the Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for
any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (30) days after the date of
termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the
applicable terms of the benefit plans, policies and arrangements;


 






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(iii) the
Bonus the Executive would have likely earned during the year in which termination occurs prorated for the period of time within
such year the Executive was employed all of which payments will be made in accordance with Company’s then existing bonus
payment practice for Company’s employees; and


 


(iv) if
the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage
(at coverage levels in effect immediately prior to the Executive’s termination) until the earlier of: (A) the expiration
of a period of twelve (12) months from the date of termination or (B) the date upon which the Executive becomes covered under
similar plans of any subsequent employer or is otherwise ineligible for COBRA.


 


4.2            Termination
in Connection with or Following a Change of Control.  If the Executive terminates his employment with the Company
for Good Reason or if the Executive’s employment with the Company is terminated by the Company for any reason other than
for Cause, and such termination occurs within ninety days of a Change of Control, then, in lieu of the payments to the Executive
under Section 4.1 hereof:


 


(i) upon
such termination the Company shall pay to the Executive the sum of: (A) a severance payment equal to eighteen months of Executive’s
Base Salary; and (B) a lump-sum payment, payable no later than thirty (30) days after the later of the Change in Control
or the termination of the Executive’s employment, equal to one hundred percent (100%) of the Target Bonus payable in the
year in which the termination of employment occurs or if such Target Bonus has not been established, the Target Bonus for the
prior year;


 


(ii) all
accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the
Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed
fiscal year and vacation pay and expense reimbursements payable no later than thirty (30) days after the date of termination (sooner
to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms
of the benefit plans, policies and arrangements; and


 


(iii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage
(at coverage levels in effect immediately prior to the Executive’s termination) until the earlier of: (A) the expiration
of a period of twelve (12) months from the date of termination or (B) the date upon which the Executive becomes covered under
similar plans of any subsequent employer or is otherwise ineligible for COBRA.


 






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4.3            Other
Termination. Upon termination of Executive’s employment during the Term (a) by Company with Cause or due to the
death or Disability of Executive, or (b) by Executive for any reason other than Good Reason, Executive shall be entitled
to receive the following:


 


(i)            salary
earned and accrued through the Date of Termination payable on or before the next pay day;


 


(ii)            any
reasonable expenses incurred by Executive in furtherance of or in connection with Company’s business that have not already
been paid by Company through the Date of Termination payable on or before the next pay day; and


 


(iii)            any
benefits accrued through the Date of Termination under any applicable benefits plans or programs of Company payable on or before
the next pay day.


 


4.4            Cooperation
with Company After Termination of Employment. Following termination of Executive’s employment for any reason, Executive
shall reasonably cooperate with Company in all matters relating to the winding up of his pending work on behalf of Company including,
but not limited to, any litigation in which Company is involved, and the orderly transfer of any such pending work to other employees
of Company as may be designated by Company. Company agrees to pay Executive for any out-of-pocket expenses Executive incurs in
furtherance of or in connection with winding down activities and to indemnify Executive for all costs associated with any litigation,
arbitration, or dispute in which Company is involved, including attorney’s fees, other than any dispute arising under this
Agreement. To the extent Executive is required to perform work on Company’s behalf following the Date of Termination, Company
agrees to pay Executive a consulting fee at a rate agreed upon in writing by the parties.


 


4.5            Required
Release. All payments and benefits following Executive’s termination of employment are subject to Executive’s
execution of a release. The Company shall deliver to Executive for signature a release within seven (7) days following the
date of termination of employment. Executive shall have until the date that is twenty-one (21) days (or such later date as is
required by applicable law) following the date upon which the Company timely delivers the release to Executive (the expiration
of such applicable period, the “Release Deadline”) to execute the release. Executive shall have seven (7) days
following the execution of the release to revoke the release. If the execution and revocation period crosses calendar years, Company
shall commence payments on the first Payroll Date in the second calendar year (with the first payment containing all of the payments
which should have been paid, but were not paid, prior to such date).


 


4.6           Return
of Company Property. Upon termination of Executive’s employment for any reason, Executive agrees to promptly return
to the Company all equipment and property, including, but not limited to, identification materials, computers, printers, facsimile,
machines, corporate credit cards, Company issued cellular telephone, tablets and other wireless devices, and calling cards that
Executive possesses or controls but that are not in the Company’s offices.


 






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4.7           Cessation
of Payments. In the event Executive breaches any of the covenants set forth in this Agreement that survive Executive’s
termination of employment, the Company will no longer be obligated to make any severance payments or provide payments towards
Executive’s health insurance under COBRA.


 


5.             Covenants
of the Executive.


 


5.1           Confidential
Information.


 


(a)            Executive
acknowledges that, by reason of Executive’s employment by Company, Executive has had and will have access to confidential
information of Company and its subsidiaries, including, without limitation, information and knowledge pertaining to products,
services, benefits, inventions, discoveries, improvements, innovations, designs, ideas, trade secrets, proprietary information,
advertising, marketing, distribution and sales methods, sales and profit figures, pricing policies, supplier, customer and client
lists and relationships between Company (and/or its subsidiaries) and employees, sales representatives, distributors, customers,
clients, suppliers and others who have business dealings with them (collectively, “Confidential Information”).
Executive acknowledges that such Confidential Information is a valuable and unique asset of Company and covenants that, both during
and after the Term, Executive will not disclose any Confidential Information to any third party (except as Executive’s duties
as an employee of Company may require) without the prior written authorization of the Board. The obligation of confidentiality
imposed by this Section 5.1 shall not apply to Confidential Information that otherwise becomes generally known to
the public through no act of Executive in breach of this Agreement or which is required to be disclosed by court order, applicable
law or regulatory requirements. Nothing in this Section 5.1 should be applied or interpreted as restricting Executive
from reporting fraud or violations of federal or state laws to the appropriate authorities.


 


(b)            All
records, designs, business plans, financial statements, customer lists, manuals, memoranda, lists, research and development plans, Intellectual
Property (as defined below) and other property delivered to, compiled by or known to Executive by or on behalf of Company or its
clients or customers that pertain to the business of Company shall be and remain the property of Company and be subject at all
times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar
data pertaining to the business, activities, research and development, Intellectual Property or future plans of Company that
is collected by Executive shall be delivered promptly to Company without request by it upon termination of Executive’s employment.
For purposes of this Agreement, “Intellectual Property” shall mean patents, copyrights, trademarks, trade dress,
trade secrets, other such rights and any applications for any of the foregoing.


 


5.2            Inventions.
Executive is hereby retained in a capacity such that Executive’s responsibilities may include the making of technical and
managerial contributions of value to Company. Executive hereby assigns to Company all rights, title and interest in such contributions
and inventions made or conceived by Executive alone or jointly with others during the Term which relate to the business of Company.
This assignment shall include (a) the right to file and prosecute patent applications on such inventions in any and all countries,
(b) the patent applications filed and patents issuing thereon, and (c) the right to obtain copyright, trademark or trade
name protection for any such work product. Executive shall promptly and fully disclose all such contributions and inventions to
Company and assist Company in obtaining and protecting the rights therein (including patents thereon), in any and all countries;
provided, however, that said contributions and inventions will be the property of Company, whether or not patented
or registered for copyright, trademark or trade name protection, as the case may be. Notwithstanding the foregoing, Company shall
not have any right, title or interest in any work product or copyrightable work developed by Executive following the Date of Termination,
or developed during the Term of this Agreement by Executive alone or jointly with others outside of Executive’s work hours
and without the use of any of Company’s resources if the work product or copyrightable work does not relate to the business
of Company and does not result from any work performed by Executive for Company.


 






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5.3           Non-Competition;
Non-Solicitation.


 


(a)            Executive
agrees that during the period of his employment with Company and ending on the one-year anniversary of the termination of Executive’s
employment, Executive shall not anywhere within the United States of America (whether directly or indirectly, through any affiliate
or other person, or in the name or on behalf of any affiliate or other Person, whether acting as an officer, director, shareholder,
owner, partner, member, trustee, beneficiary, employee, promoter, consultant, technical adviser, agent, lender, manager or otherwise
or as the assign of any such Person):


 


(i)            engage
or participate in any business, either directly or indirectly, that competes with the Business of the Company; provided,
however, that nothing in Section 5.3(a)(i) shall be construed to preclude Executive from making any investment
in the securities of any business enterprise whether or not engaged in competition with the Company, to the extent that such securities
are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign
securities exchange, but only if such investment does not exceed 5% of the outstanding voting securities of such enterprise


 


(ii)            recruit,
hire or solicit any current or former employee, consultant or independent contractor of the Company, or encourage any such employee,
consultant or independent contractor to leave the employ or service of the Company unless such former employee, consultant, or
independent contractor has not been employed or retained by the Company for a period in excess of six (6) months;


 


(iii)            request,
advise or otherwise induce any Person to withdraw, curtail or cancel its business dealings with the Company;


 


In the event
of a breach by any Executive of any covenant set forth in this Section 5.3(a), the term of such covenant will be extended
for Executive by the period of the duration of such breach. For purposes hereof, the term “Business” shall
mean developing and offering any products of a like-nature to the products and product candidates of the Company. It is agreed
by the parties that the foregoing covenants in this Section 5.3(a) (i) are reasonable in light of the consideration
and other benefits payable or that may become payable to Executive pursuant to this Agreement and (ii) impose a reasonable
restraint on Executive in light of the activities and business of Company on the date of the execution of this Agreement and the
current plans of Company. Notwithstanding the foregoing, it is the intent of Company and Executive that such covenants be construed
and enforced in accordance with the changing activities, business and locations of Company throughout the term of this covenant.


 






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(b)            The
covenants in this Section 5.3 are severable and separate, and the unenforceability of any specific covenant shall
not affect the provisions of any other covenant. In the event any court of competent jurisdiction shall determine that the scope,
time or territorial restrictions set forth herein are unreasonable, then it is the intention of the parties that such restrictions
be enforced to the fullest extent that such court deems reasonable, and this Agreement shall thereby be reformed.


 


(c)            All
of the covenants in this Section 5.3 shall be construed as an agreement independent of any other provision in this
Agreement, and the existence of any claim or cause of action of Executive against Company, whether predicated in this Agreement
or otherwise, shall not constitute a defense to the enforcement by Company of such covenants.


 


5.4           Non-disparagement.
Executive hereby agrees that, during and after his employment with Company, Executive will not directly or indirectly engage in
any communications that would reasonably be interpreted as disparaging Company or any of its subsidiaries, employees, officers,
directors or agents or disseminate, or cause the dissemination of statements that would reasonably be interpreted as derogatory
about Company or any of its subsidiaries or any other employee, officer, director or agent of Company or any of its subsidiaries.
Company hereby agrees that, during and after Executive’s employment with Company, the Board shall not direct any of its
subsidiaries, or the officers, directors, agents, or employees of Company or any of its subsidiaries to directly or indirectly
engage in communications that would reasonably be interpreted as disparaging Executive or disseminate or cause the dissemination
of statements that would reasonably be interpreted as derogatory about Executive. Nothing in Section 5.4 of this Agreement
shall be applied or interpreted as barring or restricting any communication in any litigation or arbitration proceeding or the
exercise of any right of speech or expression protected by applicable federal, state, or local law or interpreted as barring or
restricting the reporting of fraud or violations of federal or state laws to the appropriate authorities.


 


5.5            Breach
of Covenants. The parties agree that a breach or violation of any covenant set forth in Section 5 hereof will
result in immediate and irreparable injury and harm to the innocent party, and that such innocent party shall have, in addition
to any and all remedies of law and other consequences under this Agreement, the right to seek an injunction, specific performance
or other equitable relief to prevent the violation of the obligations hereunder.


 






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6.             Executive’s
Representations, Warranties and Covenants.


 


6.1            No
Conflict of Interest. Executive warrants that he is not involved in any situation that might create, or appear to create,
a conflict of interest with his loyalty to or duties for Company, except as such may have been previously disclosed to Company.
Executive further covenants and agrees that for so long as Executive continues to be employed by Company, he shall not become
involved in any situation that could reasonably be expected to create, a conflict of interest with his loyalty to or duties for
Company.


 


6.2            Notification
of Other Post-Employment Obligations. Executive also understands that, as part of his employment with Company, he is not to
breach any obligation of confidentiality that he has to former employers, and he agrees to honor all such obligations to former
employers during his employment with Company. Executive warrants that he is subject to no employment agreement or restrictive
covenant preventing full performance of his duties under this Agreement.


 


7.             General
Provisions.


 


7.1           Assignment.
Neither party hereto may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent
of the other party, except that Company may, without the consent of Executive, assign its rights and obligations under this Agreement
to any successor company in the event of a bona fide arm’s length sale of its business to an unrelated third party (whether
by merger, sale of stock, or reorganization).


 


7.2           Notice.
For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth below or such other address as a party subsequently provides:


 


To
Company:


 


420
Lexington Avenue





Suite 300





New
York, New York 10170





Attn:
Robert J. Gibson


 


To
Executive:


 


Home
Address as shown in the records of Company at time of Notice


 


7.3           Amendment
and Waiver. No amendment or modification of this Agreement shall be valid or binding upon (a) Company unless made in
writing and signed by an officer of Company designated by the Board, and (b) upon Executive unless made in writing and signed
by Executive.


 






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7.4           Non-Waiver
of Breach. No failure by either party to declare a default due to any breach of any obligation under this Agreement by the
other, nor failure by either party to act quickly with regard thereto, shall be considered to be a waiver of any such obligation,
or of any future breach.


 


7.5           Severability.
In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason,
the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.


 


7.6           Governing
Law. To the extent not preempted by federal law, the validity and effect of this Agreement and the rights and obligations
of the parties hereto shall be construed and determined accordance with the law of the State of New York without regard to its
choice of law principles. Each of the Company and Executive hereby (i) agrees that any legal suit, action or proceeding arising
out of or relating to this Subscription Agreement will be instituted exclusively in New York State Supreme Court, County of New
York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue
of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action
or proceeding, (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and
the United States District Court for the Southern District of New York in any such suit, action or proceeding, (iv) agrees
to accept and acknowledge service of any and all process that may be served in any such suit, action or proceeding in New York
State Supreme Court, County of New York or in the United States District Court for the Southern District of New York and (v) agrees
that service of process upon it mailed by certified mail to its address set forth in Section 7.2 hereof will be deemed
in every respect effective service of process in any suit, action or proceeding.


 


7.7           Entire
Agreement. This Agreement contains all of the terms agreed upon by Company and Executive with respect to the subject matter
hereof and supersedes all prior agreements, arrangements and communications between the parties dealing with such subject matter,
whether oral or written.


 


7.8           Binding
Effect. This Agreement shall be binding upon and shall inure to the parties’ respective successors and permitted assigns.


 


7.9           Headings.
Numbers and titles to Sections hereof are for information purposes only and, where inconsistent with the text, are to be disregarded.


 


7.10         Survival.
Notwithstanding anything to the contrary contained herein, the provisions of Sections 4 through 7 of this Agreement
shall survive the expiration or termination, for any reason, of this Agreement.


 


7.11         Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which when taken together,
shall be and constitute one and the same instrument.


 


7.12         References
for Prospective Employers. Should a prospective employer call Company concerning Executive, Company’s response will
be limited to verification of employment, position, employment status, dates of employment, and, if asked for verification of
the salary information provided to prospective employer, Executive’s salary.


 






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7.13         Section 409A.


 


(a)           The
intent of the parties is that all payments and benefits under this Agreement comply or are exempt from Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder
(“Section 409A”). The parties hereto acknowledge and agree that, to the extent applicable, and to the
extent that any term or provision is ambiguous, this Agreement shall be interpreted in accordance with, and incorporate the terms
and conditions required by, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance
issued thereunder. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply
with the requirements of Section 409A from Executive or any other individual to the Company or any of its affiliates, employees
or agents.


 


(b)           Notwithstanding
any provision to the contrary in this Agreement:


 


(i)            no
amount that is “nonqualified deferred compensation” for purposes of Section 409A shall be payable pursuant to
Section 4 unless the termination of Executive’s employment constitutes a “separation from service”
within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations;


 


(ii)            if
Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of
the Code, to the extent delayed commencement of any portion of the termination benefits to which Executive is entitled under this
Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A, including,
without limitation, exclusions for separate installment payments and exclusions under Section 1.409A-1(b)(9)(iii) of
the Department of Treasury Regulations) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of
the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the earlier of (x) the
expiration of the six-month period measured from the date of Executive’s separation from service with the Company or (y) the
date of Executive’s death.


 


(iii)            the
determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of
the Code as of the time of his separation from service shall be made by the Company in accordance with the terms of Section 409A
of the Code and applicable guidance thereunder (including without limitation Section 1.409A-1(i) of the Department of
Treasury Regulations and any successor provision thereto);


 


(iv)            for
purposes of Section 409A, Executive’s right to receive severance payments shall be treated as a right to receive a
series of separate and distinct payments as described in Treasury Regulation Section 1.409A(2)(b)(2); and


 






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(v)            to
the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A,
such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense
was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent
year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any
other year.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date and year first written above.


 


	 	Company:
	 	 	 
	 	Scopus BioPharma Inc.
	 	 	 
	 	 	 
	 	By:	/s/ Robert J. Gibson
	 	Name:	Robert J.
    Gibson
	 	Title:	Vice Chairman
	 	 	 
	 	 	 
	 	Executive:
	 	 	 
	 	/s/ Ashish
    P. Sanghrajka
	 	Ashish P.
    Sanghrajka





 










Signature Page to Employment Agreement