Exhibit 10.22


 


AMENDED AND RESTATED
INTEREST AGREEMENT


 


This
Amended and Restated Interest Agreement (this “Agreement”) is entered into on October 24, 2016 (the
“Execution Date”), and made effective as of July 22, 2014 (the “Effective Date”), by
and between OPIANT PHARMACEUTICALS, INC., a Nevada corporation (the “Company”), and Valour  Fund, LLC, a
Delaware limited liability company and successor in interest to this Agreement (“Valour”).


 


WHEREAS, on the Effective Date, the
Company entered into that certain interest agreement (the “Initial Interest Agreement”), as amended by a subsequent
letter agreement dated October 15, 2014, by and between the Company and a third party (the “Letter Agreement”
and, together with the Initial Interest Agreement, the “Initial Agreement”), whereby the third party invested
Three Million Dollars (US$3,000,000) (the “Cumulative Investment”) during a period commencing on July 28, 2014
(the “Initial Investment Date”) through March 2, 2015, which funds have been and are being used for the research,
development, marketing, commercialization, and any other activities connected to the Company’s treatment to reverse opioid
overdoses (now known as NARCAN® (naloxone hydrochloride) Nasal Spray (the “Product”)), operating expenses
(excluding investor relations and excluding renting an office), and any other purpose consistent with the goals of the third party
(each, a “Purpose”);


 


WHEREAS, pursuant to the Initial
Agreement, the Company, in exchange for the Cumulative Investment, assigned the third party the right to receive a certain amount
of the financial return produced by the Product; and


 


WHEREAS, the third party has since
assigned its rights and obligations under the Initial Agreement to Valour, and Valour and the Company now desire to amend and restate
the Initial Agreement to (i) reflect the occurrence of events since the Effective Date, (ii) incorporate the terms of the Letter
Agreement and (iii) add Valour, and remove the third party, as a party to this Agreement.


 


NOW, THEREFORE,
with reference to the foregoing facts, the Company and Valour agree as follows:


 


1.           The
Interest and Company Buyback Right.


 


1.1           The
third party has previously provided the Cumulative Investment to the Company, which funds may be used for any Purpose.


 


1.2           The
Company hereby agrees to assign to Valour, as the transferee of the third party, the right to receive six percent (6%) of the Net
Profit (as defined below) generated from the Product in perpetuity from the Effective Date (the “Interest”).
The Interest shall not be transferrable or assignable to an unrelated third party. “Net Profit” shall be defined
as any pre-tax revenue received by the Company that was derived from the sale of the Product less any and all expenses incurred
by and payments made by the Company in connection with the Product, including but not limited to an allocation of Company overhead
based on the proportionate time, expenses and resources devoted by the Company to Product-related activities, which allocation
shall be determined in good faith by the Company.


 


1.3           Notwithstanding
any other provisions of this Agreement, at all times after the Effective Date the Company shall have the right to buy back the
Interest or any portion of the Interest from Valour by providing written or electronic notice to Valour or one of its
representatives (each, an “Authorized Party”). 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 third party that equals
the percentage amount of the Interest to be bought back by the Company based on a one percent (1%) per each Five Hundred Thousand
Dollars (US$500,000.00) of the Cumulative Investment exchange (the “Buyback Amount”). In the event that such
notice is provided within two and one half (21⁄2) years of the Initial Investment Date, then the Company shall pay Valour
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 Initial Investment Date, then the Company shall pay Valour 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 Valour 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 third party shall have no rights with respect to such amount of Interest bought
back by the Company. For illustrative purposes, if such a notice is delivered three (3) years after the Effective Date and provides
for a Buyback Amount of One Million Dollars (US$1,000,000), which represents a two percent (2.0%) amount of Interest, then the
Company shall pay Valour Three Million Five Hundred Thousand Dollars (US$3,500,000), which is equal to three and one
half (31⁄2) times the Buyback Amount, within ten (10) business days of such notice and upon such payment all of Valour’s
rights related to such two percent (2%) amount of Interest shall cease as Valour shall only own four percent (4%)
of Interest.


 




     

     


    

 


2.          
Net Profit Audits, Updates, Distributions and Other Transactions.


 


2.1           The
Company shall provide Valour with an annual audit of Net Profit (the “Audit”), which Audit shall be completed
after the end of each calendar year.  Notwithstanding the foregoing, this Paragraph 2.1 shall not be applicable until the
Product generates Net Profit.


 


2.2           After
the end of each quarter of the calendar year, the Company shall provide Valour with a written or electronic update with respect
to the status of the Product. If the Product generates Net Profit, then the Company shall also provide Valour with a written
or electronic statement of the estimated Net Profit represented by the Interest.


 


2.3           After
the end of each of the first three quarters of the calendar year, the Company shall distribute to Valour eighty percent (80%)
of such calendar quarter’s Net Profit represented by the Interest, which amount shall be estimated in good faith by the Company.
Upon the completion of the Audit for such calendar year, the Company shall distribute to Valour the Net Profit represented
by the Interest for the fourth quarter of the calendar year. In the event that the Audit for such calendar year determines the
Net Profit represented by the Interest for the first three quarters of the calendar year (the “Audited NP”)
to be greater than the estimated Net Profit represented by the Interest actually paid to Valour for the first three calendar
quarters (the “Estimated NP”), then the Company shall distribute to Valour the difference between the
Audited NP and the Estimated NP. In the event that the Audit for such calendar year determines the Audited NP to be less than the
Estimated NP, then the Company shall deduct the difference between the Estimated NP and the Audited NP from the distribution for
the fourth quarter of such calendar year and, if required, each following distribution until such amount is fully deducted.


 


2.4           In
the event that the Product is sold by the Company, then Valour shall receive the percentage Interest that it holds of the
net proceeds of such sale, pro rata, and in the form of such net proceeds, after the deduction of all expenses and costs related
to such sale. 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 the Product and Valour shall receive the percentage
Interest that it owns of such amount after the deduction of all expenses and costs related to such sale. All other material transactions
involving the Product not addressed herein shall be addressed in good faith by the Company and Valour. For illustrative purposes,
with a Cumulative Investment equal to Three Million Dollars (US$3,000,000), which represents a six percent (6%) amount of Interest,
then in the event that the Product is sold by the Company, Valour shall receive six percent (6%) of the net proceeds of such
sale, pro rata, and in the form of such net proceeds, after the deduction of all expenses and costs related to such sale. 


 


3.           Representations
and Warranties of the Company.


 


The Company represents
and warrants to Valour that:


 


3.1           The
Company is a public company duly organized, validly existing and in good standing under the laws of Nevada and has all requisite
power and authority to carry on its business as now being conducted and as proposed to be conducted.


 


3.2           This
Agreement has been duly executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company
enforceable against the Company in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, or the availability
of equitable remedies.


  




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4.          Acknowledgement,
Agreement and Covenant of Valour.


 


4.1           No
Guarantee of Success. Valour acknowledges that this is a speculative investment involving a high degree of risk and that there
is no guarantee of success or that Valour will realize any gain from the Cumulative Investment, and Valour could lose
the total amount of its Cumulative Investment.


 


4.2           Adapt
Agreement. All amounts that Valour may be entitled to receive in respect of proceeds received by the Company from the
Company’s License Agreement, dated December 15, 2014, by and between the Company and Adapt Pharma Operations Limited, a wholly
owned subsidiary of Adapt Pharma Limited (“Adapt”), an Ireland-based pharmaceutical company (the “Adapt
Agreement”), or received by the Company from any transaction contemplated by the Adapt Agreement, shall be the responsibility
and obligation solely of the Company or its successor. Valour agrees and covenants, for the benefit of the Company and Adapt,
Adapt’s successors, assigns and sublicensees and each of their respective shareholders, directors, officers and employees
(the “Adapt Parties”), that it shall under no circumstances seek payment or other compensation for any such
amount directly from any Adapt Party or assert any claim against any Adapt Party in relation to the Adapt Agreement or any transactions
contemplated thereby.


 


5.          Miscellaneous.


 


5.1           Notices.  All
notices, requests, demands and other communications (collectively, “Notices”) given pursuant to this Agreement
shall be electronic or in writing, and shall be delivered by email or by personal service, courier, facsimile transmission or by
United States first class, registered or certified mail, postage prepaid, addressed to the party at the address set forth on the
signature page to this Agreement.  Any Notice, other than a Notice sent by registered or certified mail, shall be effective
when received; a Notice sent by registered or certified mail, postage prepaid return receipt requested, shall be effective on the
earlier of when received or the fifth day following deposit in the United States mails.  Any party may from time to time
change its address for further Notices hereunder by giving notice to the other party in the manner prescribed in this Paragraph.
Notwithstanding the foregoing, the Company may send the information set forth in Paragraphs 2.1 and 2.2 via email. Notwithstanding
the foregoing, any Notice may be provided to an Authorized Party as per the terms of this Agreement.


 


5.2           Entire
Agreement.  This Agreement contains the sole and entire agreement and understanding of the parties with respect to
the entire subject matter of this Agreement, and any and all prior discussions, negotiations, commitments and understandings, whether
oral or otherwise, related to the subject matter of this Agreement are hereby merged herein.


 


5.3           Successors.  This
Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs
and personal representatives.


 


5.4           Waiver
and Amendment.  No provision of this Agreement may be waived unless in writing signed by all the parties to this
Agreement, and waiver of any one provision of this Agreement shall not be deemed to be a waiver of any other provision.  This
Agreement may be amended only by a written agreement executed by all of the parties to this Agreement.


 


5.5           Governing
Law.  This Agreement shall be construed in accordance with the laws of the State of Nevada without giving effect
to the principles of conflicts of law thereof.


 


5.6           Third
Party Beneficiaries. The Company and Valour agree that the Adapt Parties are express third party beneficiaries solely
with respect to Valour’s covenant contained in Paragraph 4.2 of this Agreement and the Adapt Parties may enforce such
provision hereof, and that the foregoing covenant is a material inducement to Adapt continuing to be a party to the Adapt Agreement.


 


5.7           Captions.  The
various captions of this Agreement are for reference only and shall not be considered or referred to in resolving questions of
interpretation of this Agreement.


 






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5.8           Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission
or by email delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “pdf”
signature page were an original thereof.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the Company and Valour have duly executed this Agreement as of the Execution Date.


 


	OPIANT PHARMACEUTICALS, INC.	 
	 	 	 
	By: 	/s/ Dr. Roger Crystal	 
	 	 	 
	Name:	Dr. Roger Crystal	 
	 	 	 
	Its:	Chief Executive Officer	 


 


	Address: 401 Wilshire Blvd., 12th Floor,	 
	      Santa Monica, CA 90401	 


 


	Attn: Dr. Roger Crystal	 
	 	 
	Tel.: (424) 252-4756	 
	 	 
	Email: rcrystal@opiant.com	 


 


	VALOUR FUND, LLC	 
	 	 	 
	By: 	/s/ Thomas W. Richardson	 
	 	 	 
	Name:	Thomas W. Richardson	 
	 	 	 
	Its:	Manager	 
	 	 	 
	Address:	 	 
	 	 	 
	Attn:	 	 
	 	 	 
	Tel.:	 	 
	 	 	 
	Email: