Exhibit 10.20


 


RITTER PHARMACEUTICALS,
INC.


 


AMENDMENT NO. 3 TO


 


RESEARCH AND DEVELOPMENT
AGREEMENT & LICENSE


 


This Amendment No. 3 (the
“Amendment”) to the Research and Development Agreement & License, dated as of November 17, 2010, and amended
on Tidy 6, 2011, and September 30, 2011 (as amended to date, the “Original Agreement”), is made and entered
into as of February 6, 2012, pursuant to Section 13.4 of the Original Agreement, by and among KOLU POHAKU TECHNOLOGIES, LLC,
a Delaware limited liability company (together with its successors and assigns, “Kolu Pohaku”); KOLU
POHAKU MANAGEMENT, LLC, a Delaware limited liability company (together • with its successors and assigns, “KPM”);
and RITTER PHARMACEUTICALS, INC., a Delaware corporation (together with its successors and assigns, the “Company”).
Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them
in the Original Agreement.


 


RECITALS


 


WHEREAS, the Company,
Kolu Pohaku and KPM are parties to the Original Agreement;


 


WHEREAS, the parties
wish to amend the Original Agreement in the manner set forth below in order to fund additional Qualified Research activities in
accordance with the terms of the Original Agreement; and


 


WHEREAS, the Original
Agreement may be amended by written agreement of the parties thereto.


 


NOW, THEREFORE,
the parties hereto hereby agree as follows:


 


AGREEMENT


 


1.          Section
7.3 of the Original Agreement shall be amended and restated in its entirety read as set forth below:


 


7.3           2012
R&D Fees.


 


(a)           Kolu
Pohaku shall pay to the Researcher Two Hundred Fifty Thousand Dollars ($250,000.00) as the research and development fee (“Initial
2012 R&D Fee”) for performing certain KP Research in 2012. Researcher agrees that the Initial 2012 R&D Fee
has been disbursed to Researcher in accordance with the Agreement (such amount, the “Initial 2012 R&D Disbursement”
and, along with the 2010 R&D Disbursement and 2011 R&D Disbursement, the “Class I R&D Disbursements”).
Researcher further agrees that the payments set forth in the Agreement shall be full and complete compensation for all obligations
and deliverables by Researcher under this Agreement and for all inventions, developments and improvements assigned under this Agreement,
if any. Researcher specifically agrees that Kolu Pohaku shall not be responsible for any


 




    	 



    	 



    

  


costs of overhead,
salaries, materials or other expenses, except as set forth herein. Not later than March 15 of each year, Researcher shall deliver
to Kolu Pohaku a certificate of the Chief Financial Officer of Researcher (i) setting forth in reasonable detail the application
of the Initial 2012 R&D Fee performed to date pursuant to the funding of the KP Research, (ii) demonstrating that no less than
100% of such funding was applied toward the KP Research, and (iii) certifying that the KP Research has not been funded from the
proceeds of any other third party agreement such that the third party has ownership of any of the results of the KP Research.


 


(b)           Kolu
Pohaku shall pay to the Researcher Three Hundred Thousand Dollars ($300,000.00) as the research and development fee (“Secondary
2012 R&D Fee” and, along with the Initial 2012 R&D Fee, the “2012 R&D Fees”)
for performing certain KP Research in 2012. Researcher agrees that the Secondary 2012 R&D Fee will be disbursed to Researcher
upon the effectiveness of this Amendment (such amount, the “Class II R&D Disbursement” and, along
with the Class I R&D Disbursements, the “R&D Disbursements”). Researcher further agrees that
the payments set forth in this Agreement shall be full and complete compensation for all obligations and deliverables by Researcher
under this Agreement and for all inventions, developments and improvements assigned under this Agreement, if any. Researcher specifically
agrees that Kolu Pohaku shall not be responsible for any costs of overhead, salaries, materials or other expenses, except as set
forth herein. Not later than March 15 of each year, Researcher shall deliver to Kolu Pohaku a certificate of the Chief Financial
Officer of Researcher (i) setting forth in reasonable detail the application of the Secondary 2012 R&D Fee performed to date
pursuant to the funding of the KT’ Research, (ii) demonstrating that no less than 100% of such funding was applied toward
the KP Research, and (iii) certifying that the KP Research has not been fended from the proceeds of any other third party agreement
such that the third party has ownership of any of the results of the KY Research.


 


(c)           All
R&D Fees shall be deposited into a separate bank account designated specifically for R&D Disbursements to he used solely
for Qualified Research. Kolu Pohaku shall at all times retain signing authority over Researcher’s use of the R&D Disbursements.
From and after the date of this Amendment, before Researcher may utilize any of the R&D Disbursements to pay for any expenses
it must, in each case, obtain from Kolu Pohaku a pre-audit certification in the form attached hereto as Exhibit C (the “Pre-audit
Certification”). Such certification shall not be unreasonably withheld.


 


2.          Section
9.1 of the Original Agreement shall be amended and restated in its entirety to read as set forth below:


 


9.1           Grant
of License. In exchange for Researchers commitment to pay the Royalty Payments set forth in Sections 9.2, 9.3, and 9.4, Kolu
Pokaku hereby grants the License to Researcher.


 


3.          Section
9.4 of the Original Agreement shall be amended and restated in its entirety to read as set forth below:


 




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9.4           2012
Quarterly Royalty Payment. Commencing with an initial payment on March 31, 2015, and continuing through December 31, 2035,
at the expiration of each calendar quarter (i.e., March 31, June 30, September 30, December 31, etc.), Researcher shall pay 10
Kolu Pohaku a royalty payment of Eleven ‘Thousand Dollars ($11,000.00) (each a “2012 Royalty Payment”)
for the license and use of the results of the KP Research. In the event any Royalty Payment is not paid on or before its due date,
interest shall accrue on such amount at the rate of 12% per annum compounded arm’ tally.


 


4.          Exhibit
A of the Original Agreement shall be amended and restated in its entirety to read as attached to this Amendment.


 


5.          Exhibit
B of the Original Agreement shall be amended and restated in its entirety to read as attached to this Amendment.


 


6.          The
Original Agreement shall he amended by the addition of a new Exhibit C hereto.


 


7.          Except
as expressly set forth in this Amendment, the Original Agreement shall continue in full force and effect in accordance with its
terms.


 


8.          This
Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


9.          All
corporate action on the part of the Company and its directors, officers, and stockholders necessary for the authorization, execution,
and delivery of this Amendment by the Company has been taken as of the date hereof


 


10.         This
Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Hawaii, without reference
to the conflict of laws provisions thereof.


 


(Signature pages follow)


 




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IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment as of the date first above written.


 


	 	KOLU POHAKU TECHNOLOGIES, LLC
	 	 	 
	 	By	/s/ Thomas Adamek
	 	 	Thomas Adamek, President
	 	 	 
	 	KOLU POHAKU MANAGEMENT, LLC
	 	 	 
	 	By	/s/ Thomas Adamek
	 	 	Thomas Adamek, President
	 	 	 
	 	RITTER PHARMACEUTICALS, INC.
	 	 	 
	 	By	/s/ Andrew J. Ritter
	 	 	Andrew Ritter, President and CEO


 


Signature Page to Amendment No. 3 to


Research and Development
Agreement & License