Exhibit 10.18


 


RITTER PHARMACEUTICALS,
INC.


 


AMENDMENT NO. 1 TO


 


RESEARCH AND DEVELOPMENT
AGREEMENT & LICENSE


 


This Amendment No. 1 (the
“Amendment”) to the Research and Development Agreement & License, dated as of November 17, 2010 (the “Original
Agreement”), is made and entered into as of July 6, 2011, 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
2.15 of the Original Agreement shall be amended and restated in its entirety to read as set forth below:


 


“2010
R&D Fee” means the installment payments by Kolu Pohaku described in Section 7.


 


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


 


“Royalty
Payments” means the 2010 Royalty Payments and the 2011 Royalty Payments by Researcher to Kolu Pohaku described in Section
9 herein.


 


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


 




    	 



    	 



    

  


R&D Fee.


 


7.1           2010
R&D Fee. Kolu Pohaku shall pay to the Researcher Seven Hundred and Fifty Thousand Dollars ($750,000.00) as the research
and development fee (“2010 R&D Fee”) for performing the KP Research in 2010 through 2014. Two Hundred
Fifty Thousand Dollars ($250,000.00) of the R&D Fee shall be payable upon signing of the Agreement (the “2010 R&D
Fee Installment”) and Five Hundred Thousand Dollars ($500,000.00) shall be paid no later than January 10, 2011, provided
that the conditions set forth in Section 8 have been satisfied (the “2011 R&D Fee Installment”).
Researcher agrees that the R&D Fee will be disbursed to Researcher in amounts corresponding to, and within five (5) business
days of the receipt of, each request for a disbursement from Researcher unless Kolu Pohaku objects in writing to such request in
such time period (each such amount, an “R&D Disbursement”). Notwithstanding the foregoing sentence,
the Parties agree that the 2010 R&D Fee Installment shall be disbursed upon execution of this Agreement and shall be considered
an R&D Disbursement for all purposes hereunder. Researcher agrees that a minimum amount of KP Research will be performed in
each year of the Agreement as provided in Exhibit B. 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 teach 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 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.


 


7.2           2011
R&D Fee. Kolu Pohaku shall pay to the Researcher Three Hundred Thousand Dollars ($300,000.00) as the research and development
fee (“2011 R&D Fee”) for performing the KP Research in 2011. Researcher agrees that the 2011 R&D
Fee will be disbursed to Researcher in amounts corresponding to, and within five (5) business days of the receipt of, each request
for a disbursement from Researcher unless Kolu Pohaku objects in writing to such request in such time period (each such amount,
an “R&D Disbursement”). 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 teach 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 2011 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


 




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agreement such
that the third party has ownership of any of the results of the KP Research.


 


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


 


License and Royalty Payments.


 


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


 


9.2           2010
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 to
Kolu Pohaku a royalty payment of Fifteen Thousand Dollars ($15,000.00) (each a “2010 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 annually.


 


9.3           2011
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 to
Kolu Pohaku a royalty payment of Six Thousand Dollars ($6,000.00) (each a “2011 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 annually.


 


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


 


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


 


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.


 




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(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. 1 to

First Amendment to Research and Development Agreement & License


 




    	 



    	 



    

  





Exhibit A


 


Description of KP Research
to be performed on behalf of and for the benefit of Kolu Pohaku


 


[Description of Annual R&D
Activities (2010-2014) and Budgets attached hereto]


 


The KP Research that the
Researcher will perform pursuant to the Agreement will be based on and add to or supplement the Research Project described above.
The KP Research will be maintained and conducted separately. The details and scope of the research that will constitute KP Research
will be provided to Kolu Pohaku in Researcher’s regular reporting and the scope will be directed and further defined based
on the results that are achieved.


 




    	 



    	 



    

  


Exhibit A (continued)


 


Hawaii Clinical Expenses Pursuant
to the 2010 R&D Agreement


 


	 	 	2010	 	 	2011	 	 	Total	 
	 	 	$	 	 	$	 	 	$	 
	 	 	 	 	 	 	 	 	 	 
	Clinical Supply	 	$	60,000	 	 	$	15,000	 	 	$	75,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Clinic	 	$	37,555	 	 	$	365,200	 	 	$	402,755	 
	Subject Cost (Attachment A)	 	$	10,000	 	 	$	265,000	 	 	$	275,000	 
	Parking Hawaii	 	$	1,000	 	 	$	6,000	 	 	$	7,000	 
	Screen Failure	 	$	5,000	 	 	$	47,000	 	 	$	52,000	 
	IRB Fees	 	$	1,155	 	 	$	-  	 	 	$	1,155	 
	Recruitment Allowance	 	$	10,000	 	 	$	23,000	 	 	$	33,000	 
	Start-up Fees	 	$	5,400	 	 	$	-  	 	 	$	5,400	 
	HBT Machines	 	$	-  	 	 	$	1,200	 	 	$	1,200	 
	Validation Study	 	$	5,000	 	 	$	20,000	 	 	$	25,000	 
	Archiving Fees	 	$	-  	 	 	$	3,000	 	 	$	3,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Clinical Research Organization	 	$	14,500	 	 	$	229,000	 	 	$	243,500	 
	Project Management	 	$	5,000	 	 	$	60,000	 	 	$	65,000	 
	Trial Master File	 	$	-  	 	 	$	-  	 	 	$	-  	 
	Data Management (Attachment B)	 	$	5,000	 	 	$	17,500	 	 	$	22,500	 
	Statistical Programming (Attachment B)	 	$	-  	 	 	$	-  	 	 	$	-  	 
	Statistical Programming (Attachment B)	 	$	2,000	 	 	$	22,000	 	 	$	24,000	 
	Clin Study Report (Attachment B)	 	$	-  	 	 	$	8,000	 	 	$	8,000	 
	Teleconferences/Team Meetings (Attachment B)	 	$	1,000	 	 	$	2,000	 	 	$	3,000	 
	Medical Monitor (Jon Ruckle)	 	$	-  	 	 	$	25,000	 	 	$	25,000	 
	Clinical Monitoring	 	$	-  	 	 	$	96,000	 	 	$	96,000	 
	Administrative Set-up/Site Management	 	$	1,500	 	 	$	10,100	 	 	$	11,600	 
	Initiation Visit	 	$	-  	 	 	$	12,000	 	 	$	12,000	 
	Process Monitoring Visit	 	$	-  	 	 	$	12,800	 	 	$	12,800	 
	Routine Monitoring Visit	 	$	-  	 	 	$	30,400	 	 	$	30,400	 
	Close-Out Visit	 	$	-  	 	 	$	11,200	 	 	$	11,200	 
	Pass-through Estimates	 	$	-  	 	 	$	18,000	 	 	$	18,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	General Expenses	 	$	-  	 	 	$	33,000	 	 	$	33,000	 
	Liability Insurance	 	$	-  	 	 	$	18,000	 	 	$	18,000	 
	Travel	 	$	-  	 	 	$	15,000	 	 	$	15,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	$	112,055	 	 	$	642,200	 	 	$	754,255	 



 


*Expenses based on estimated
performed work


 




    	 



    	 



    

 


Exhibit A-1


 


Hawaii Clinical Expenses for
2011


Pursuant to Amendment No.
1 to the R&D Agreement


 


	Operations	 	KP Research
    to be performed	 
	 	 	 	 
	General Expenses	 	$	8,000	 
	Consultants	 	$	7,000	 
	Subtotal Operations	 	$	15,000	 
	 	 	 	 	 
	Clinic	 	 	 	 
	Clinical Supply	 	$	60,000	 
	CRO/Clinic	 	$	210,000	 
	Clinic Staff	 	$	15,000	 
	 	 	 	 	 
	Subtotal Clinic	 	$	285,000	 
	 	 	 	 	 
	Total	 	$	300,000	 



 




    	 



    	 



    

  


Exhibit B


 


Minimum Annual KP Research


Pursuant to Amendment No.
1 to the R&D Agreement


 


	Calendar
    Year	 	Annual
    Minimum KP Research to be performed
	 	 	 
	2010	 	$50,000
	 	 	 
	2011	 	
        $400,000 - See Exhibit
        A

        $300,000 - See Exhibit
        A-1

	 	 	 
	2012	 	$37,500
	 	 	 
	2013	 	$37,500
	 	 	 
	2014	 	$37,500