Exhibit 10.2





 


AMENDMENT No. 2


TO


CLINICAL SUPPLY AND COOPERATION AGREEMENT


 


This Amendment to
the Clinical Supply and Cooperation Agreement (this “Amendment”) dated as of July 22, 2015 is by and between
Ritter Pharmaceuticals, Inc., a Delaware corporation (“Ritter”) and Ricerche Sperimentali Montale SpA, an Italian
company (“Ricerche”) and Inalco SpA, a Italian company (“Inalco”, together with Ricerche,
“RSM”).


 


PRELIMINARY
STATEMENTS


 


WHEREAS, Ritter
and RSM are parties to that certain Clinical Supply and Cooperation Agreement dated December 16, 2009 and amended by Amendment
No. 1 dated September 25, 2010 (together, the “CSCA”) pursuant to which RSM agreed to manufacture and supply
to Ritter active pharmaceutical ingredient form of GOS of higher purity (95% purity or higher) for use in Ritter Product (the “CSCA”);
and


 


WHEREAS, the
Parties mutually desire to further amend the CSCA to revise certain terms and to add new terms.


 


NOW, THEREFORE,
in consideration of the Preliminary Statements and the mutual covenants contained in this Amendment, the parties agree to amend
the CSCA as follows:


 


		1.	Definitions. All capitalized terms used but not otherwise defined herein shall have the
meaning set forth in the CSCA.



 


		2.	Amendment to the CSCA.



 


		(a)	New Section 2.5(A) is added between Section 2.5 and Section 2.6 as follows:



 


“Within ten (10) days following
the approval by the FDA of the New Drug Application (commercial marketing authorization in the United States) for the first Ritter
Product, Ritter shall pay RSM the sum of Four Hundred Thousand US Dollars (US $400,000) (“Regulatory Approval Payment”).”


 


		(b)	New Sections 3.6 is added as follows:



 


“From and after the Effective
Date of this Amendment, and not withstanding anything in the CSCA to the contrary, the purchase price for clinical supply of Improved
GOS shall be Two Hundred Fifty US Dollars (US $250) per kilo. The Improved GOS shall be supplied to Ritter by RSM in accordance
with the terms of the CSCA. Ritter shall issue a purchase order on or before the Effective Date of this Amendment for the purchase
of Three Hundred Fifty (350) kilos of Improved GOS for an aggregate purchase price of Eighty Seven Thousand Five Hundred Dollars
(US$87,500).”


 




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		(c)	Section 5.2(a) is deleted in its entirety and replaced with the following:



 


“RSM hereby grants to Ritter
an exclusive option in the Field and in the Territory to assignment of all Improved GOS IP (“Exclusive Option”).
Ritter may exercise the Exclusive Option by paying RSM the sum of Eight Hundred Thousand US Dollars (US $800,000), which payment
shall be paid within ten (10) days following the Effective Date of this Amendment (“First Payment Option”).”


 


		(d)	Section 5.2(b) is deleted in its entirety and replaced with the following:



 


“Immediately following
receipt of the First Payment Option, (i) RSM shall execute and deliver all instruments of assignment and other documentation necessary
or reasonably requested by Ritter for the purpose of (1) assigning to Ritter the Improved GOS IP and Technical Information and/or
(2) perfecting and/or maintaining such assignment to Ritter and Ritter’s ownership rights in the Improved GOS and Technical
Information and (ii) RSM will perform at the request of Ritter all lawful acts and execute, acknowledge and deliver all documents,
including assignments, deemed necessary, useful or appropriate by Ritter to vest in Ritter the entire right, title and interest
in and to such Improved GOS IP and obtain and record title thereto and to enable Ritter to prepare, file and prosecute applications
for and obtain and defend patents, copyrights and other forms of intellectual property protection thereon, so that Ritter shall
be the sole owner of such Improved GOS IP in any and all countries in which Ritter may desire such protection.”


 


		(e)	The following clarification statement is added to the end of Section 5.2(c) as follow:



 


“For purposes of clarity,
the Second Option Payment shall be made in addition to the Regulatory Approval Payment.”


 


		(f)	New Article 5A is added between Article 5 and Article 6 as follows:



 


“5A.STOCK
ISSUANCE


 


In consideration for entering
into the Amendment to the CSCA and without further cash consideration from RSM, Ritter shall issue to RSM in a private transaction
One Hundred Thousand (100,000) shares of the common stock of Ritter (the “Shares”) within ninety (90) days of
the Effective Date of this Amendment pursuant to the terms of a stock purchase agreement. Such stock purchase agreement will contain
(a) a “lock up” agreement whereby RSM will agree not to sell the Shares until the earlier of (i) the public release
by Ritter of the final results of Ritter’s Phase IIb/III clinical trial of RP-G28 and (ii) the filing of Ritter’s Form
10-Q with the Securities and Exchange Commission for the fiscal quarter in which Ritter receives the results of its Phase IIb/III
clinical trial of RP-G28 and (b) investment and other warranties, representations and covenants on behalf of RSM as are usual and
customary in connection with the sale of securities in a private transaction in the United States. For purposes of clarity, the
issuance of Shares may only be issued following full execution of the stock purchase agreement.”


 




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		3.	Effective Date of Amendment. This Amendment shall take effect following receipt of the approval
from the Board of Directors of Ritter which is anticipated to be on or before August 1, 2015.



 


		4.	Effect of Amendment. Except as amended in this Amendment, in all other respects the
CSCA shall remain in full force and effect and be unaffected by this Amendment.



 


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[Signature Page Follows]


 




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IN WITNESS WHEREOF, each of the
Parties has caused this Amendment to be executed by its duly authorized representative on the date first above written.


 





	RITTER PHARMACEUTICALS, INC.	 
	 	 	 	 
	By:	/s/ANDREW J. RITTER	 
	 	Name:	Andrew J. Ritter	 
	 	Title:	President	 
	 	 	 	 
	RICERCHE SPERIMENTALI MONTALE SPA,	 
	 	 	 	 
	By:	/s/ GIOVANNI CIPOLLETTI	 
	 	Name:	Giovanni Cipolletti	 
	 	Title:	 	 
	 	 	 	 
	INALCO SPA,	 
	 	 	 	 
	By:	/s/ GIOVANNI CIPOLLETTI	 
	 	Name:	Giovanni Cipolletti	 
	 	Title:	 	 




   




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