Exhibit 10.24


 


 


 


October 15, 2014


 


Potomac Construction Limited


3089 Bathurst Street Suite 205A


Toronto, Ontario M6A 2A4 Canada


 


Re: Investment Agreement


 


Dear Potomac Construction Limited:


 


Reference is hereby made to that certain
Investment Agreement (the “Agreement”), dated as of September 9, 2014, between Lightlake Therapeutics Inc.,
a Nevada corporation (the “Company”) and Potomac Construction Limited (“Investor”). This
letter agreement will confirm the understanding and agreement of the undersigned parties regarding the interpretation and application
of certain terms of the Agreement. Capitalized terms that are used but not defined herein have the meanings ascribed to them in
the Agreement.


 


The Company is presently contemplating entering
into an agreement (the “Adapt Agreement”) with Adapt Pharma Operations Limited or its affiliate (as applicable,
“Adapt”) pursuant to which, inter alia (i) the Company will transfer to Adapt certain patent applications
claiming inventions associated with the Product and potentially other products containing naloxone for use in the treatment of
opioid overdoses, (ii) the Company will transfer or assign to Adapt certain existing inventories of product, materials and work
in process and certain contractual rights under contracts relating to the Company’s development of the Product, (iii) the
Company will exclusively license to Adapt (with the right to grant sublicenses) other current or future patents, as well as know-how
and other intellectual property for exploitation in connection with such products on a worldwide basis, (iv) Adapt, as consideration
for such transfers, assignments and licenses, shall pay the Company certain upfront and contingent milestone payments, as well
as royalties on its sales of products developed pursuant to the Adapt Agreement. The transactions contemplated by the Adapt Agreement
are referred to herein collectively as the “Adapt Transaction”.


 


In relation to the Adapt Transaction, the
Company and the Investor hereby agree as follows:


 


1.          With
respect to the Agreement, the definition of Net Profit shall be replaced as follows: “Net Profit” shall mean 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.


 


Lightlake Therapeutics Inc.


96-98 Baker Street First Floor London,
W1U 6TJ United Kingdom


Phone: 44 20 3617 8739


www.lightlaketherapeutics.com


 




     

     


    

 


2.          All
amounts the Investor may be entitled to receive in respect of proceeds received by the Company of the Adapt Transaction, pursuant
to the Adapt Agreement or otherwise shall be the responsibility and obligation solely of the Company or its successor. The Investor
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 the Adapt Transaction.


 


3.          The
Company and the Investor agree that the Adapt Parties are express third party beneficiaries of the Investor’s covenants contained
in this letter agreement and may enforce the provisions hereof and that the foregoing is a material inducement to Adapt to enter
into the Adapt Agreement.


 


4.          This
letter agreement shall be governed by the laws of the State of New York, without regard to the conflicts of law provisions thereof.
No provision of this letter agreement shall be amended, waived or otherwise modified without the express prior written consent
of the Company, the Investor and Adapt. This letter agreement shall be binding on the parties hereto and their respective successors,
heirs and personal representatives.


 


5.          This
letter agreement 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 letter agreement 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.


 


Please confirm your agreement with the foregoing
by executing this letter agreement where indicated below.


 


	 	Sincerely,
	 	 
	 	LIGHTLAKE THERAPEUTICS INC.
	 	 
	 	By:	/s/ Kevin Pollack
	 	Name: Kevin Pollack
	 	Title: CFO and Director


 





	Accepted and agreed:	 
	 	 
	POTOMAC CONSTRUCTION LIMITED	 
	 	 
	By:	/s/ Jerry Krueger	 
	Name: Jerry Krueger	 
	Title: President	 







 


Lightlake Therapeutics Inc.


96-98 Baker Street First Floor London,
W1U 6TJ United Kingdom


Phone: 44 20 3617 8739


www.lightlaketherapeutics.com