Exhibit 10.4


 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this 10th day of November, 2015, by and
between Relmada Therapeutics, Inc., a Nevada corporation (the “Corporation”), and Paul Kelly
(“Indemnitee”).


 


RECITALS


 


WHEREAS,
the Corporation, which is organized under the Nevada Revised Statutes (the “NRS”), wishes to enter into this
Agreement to set forth certain rights and obligations of the Indemnitee and the Corporation with respect to the Indemnitee’s
service as a director of the Corporation;


 


WHEREAS,
it is essential to the Corporation that it be able to retain and attract as directors and officers the most capable persons available;


 


WHEREAS,
increased corporate litigation has subjected directors and officers to litigation risks and expenses, and the limitations on the
availability of directors and officers liability insurance have made it difficult for the Corporation to attract and retain such
persons;


 


WHEREAS,
the Board of Directors of the Corporation (the “Board”) has determined that the difficulty in attracting and
retaining such persons is detrimental to the best interests of the Corporation’s stockholders and that the Corporation should
contractually obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted
by applicable law so that they will serve the Corporation free from undue concern that they will not be so indemnified;


 


WHEREAS,
Indemnitee performs a valuable service to the Corporation in Indemnitee’s capacity as a director of the Corporation;


 


WHEREAS,
the Corporation’s Amended and Restated Bylaws (the “Bylaws”) include provisions providing for the indemnification
of the directors and officers of the Corporation, including persons serving at the request of the Corporation in such capacities
with other corporations or enterprises, as authorized by the NRS;


 


WHEREAS,
the Corporation’s Certificate of Incorporation (the “Charter”), the Bylaws and the NRS, by their nonexclusive
nature, permit contracts between the Corporation and its directors and officers with respect to indemnification of such persons;


 


WHEREAS,
in recognition of Indemnitee’s need for (a) substantial protection against personal liability as a condition to Indemnitee’s
service to the Corporation in Indemnitee’s capacity as a director of the Corporation in addition to Indemnitee’s reliance
on the Bylaws, which Indemnitee believes is inadequate in the present circumstances, and (b) specific contractual assurance of
Indemnitee’s rights to full indemnification against risks and expenses (regardless of, among other things, any amendment
to or revocation of the Charter and/or the Bylaws, any change in the composition of the Corporation’s Board, or a change
in control of the Corporation);


 




     


     


    

 


WHEREAS, the
Corporation intends that this Agreement provide Indemnitee with greater protection than that which is provided by the Bylaws;
and


 


WHEREAS,
in order to induce Indemnitee to serve as a director of the Corporation, the Corporation has determined and agreed to enter into
this Agreement with Indemnitee.


 


NOW,
THEREFORE, in consideration of Indemnitee’s service as a director of the Corporation following the date hereof, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and Indemnitee
hereby agree as follows:


 


1.          Indemnity
of Indemnitee. The Corporation agrees to hold harmless and indemnify Indemnitee to the fullest extent authorized or permitted
by law, the provisions of the Charter, and the Bylaws, as the same may be amended from time to time (but, only to the extent that
such amendment permits the Corporation to provide broader indemnification rights than such law, the Charter, or the Bylaws permitted
prior to adoption of such amendment). For purposes of this Agreement, the meaning of the phrase “to the fullest extent authorized
or permitted by law” shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision
of the NRS that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment
to or replacement of the NRS or such provision thereof; and (ii) to the fullest extent authorized or permitted by any amendments
to or replacements of the NRS adopted after the date of this Agreement that increase the extent to which a corporation may indemnify
its directors and officers.


 


2.          Additional
Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to
the exclusions set forth in Section 3 hereof, the Corporation further agrees to hold harmless and indemnify Indemnitee:


 


(a)          against
any and all (i) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees of experts, witness
fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all
other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”),
or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts
paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay (including any federal, state or local
taxes imposed on Indemnitee as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the
premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether
civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii)
and (iii), collectively, the “Expenses”) actually and reasonably incurred by Indemnitee, or on Indemnitee’s
behalf, because of any claim or claims made against or by him in connection with any Proceeding, whether formal or informal (including
an action by or in the right of the Corporation), to which Indemnitee is, was or at any time becomes a party or a witness, or
is threatened to be made a party to, a participant in or a witness with respect to, by reason of the fact that Indemnitee is,
was or at any time becomes a director or officer of the Corporation, or is or was serving or at any time serves at the request
of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (“Corporate
Status”);


 






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(b)          against
any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, or is
threatened to be made, a party to or a participant in any Proceeding by or in the right of the Corporation to procure a judgment
in its favor;


 


(c)          against
any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, by reason
of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made
a party; and


 


(d)          otherwise
to the fullest extent as may be provided to Indemnitee by the Corporation under the nonexclusivity provisions of the NRS, the
Charter and the Bylaws.


 


3.          Limitations
on Additional Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:


 


(a)          on
account of any claim or Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee
of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as heretofore
or hereafter amended (the “Exchange Act”), or similar provisions of any federal, state or local law if the
final, nonappealable judgment of a court of competent jurisdiction finds Indemnitee to be liable for disgorgement under Section
16(b) of the Exchange Act;


 


(b)          on
account of Indemnitee’s conduct that is established by a final, nonappealable judgment of a court of competent jurisdiction
as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;


 


(c)          for
which payment is actually made to Indemnitee under (i) a valid and collectible insurance policy, including under any policy of
insurance purchased and maintained on Indemnitee’s behalf by the Corporation or (ii) under a valid and enforceable indemnity
clause, bylaw, or agreement, including, but not limited to, an indemnity clause, bylaw, or agreement relating to another corporation,
partnership, joint venture, trust, or other enterprise for which Indemnitee is or was serving as a director or officer at the
request of the Corporation; provided, that indemnity pursuant to Section 2 hereof shall be paid by the Corporation
in respect of any excess beyond payment actually received by Indemnitee under such insurance policy, clause, bylaw or agreement;


 


(d)          if
and to the extent indemnification is contrary to law, either as a matter of public policy, or under the provisions of the Federal
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the NRS, or any other applicable law; or


 


(e)          in
connection with any Proceeding (or part thereof) initiated by Indemnitee, against the Corporation or its directors, officers,
employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the Corporation has joined
in the Proceeding (or relevant part thereof), (iii) the Board has consented to the initiation of such Proceeding, (iv) such indemnification
is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the NRS, or (v)
the Proceeding (or relevant part thereof) is initiated pursuant to Section 12 hereof.


 






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4.          Continuation
of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period Indemnitee
is a director or officer of the Corporation (or is or was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee
shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal, arbitrational,
administrative or investigative, including any appeal thereof or relating thereto, in respect of which Indemnitee is granted rights
of indemnification or advancement of Expenses hereunder, in each case, by reason of the fact of the Indemnitee’s Corporate
Status.


 


5.          Partial
Indemnification. Indemnitee shall be entitled under this Agreement to indemnification by the Corporation for a portion of
the Expenses, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee becomes legally obligated
to pay in connection with any Proceeding referred to in Section 2 hereof even if not entitled hereunder to indemnification
for the total amount thereof, and the Corporation shall indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


6.          Notification
and Defense of Claim. To obtain indemnification under this Agreement, Indemnitee shall submit to the Corporation a written
request therefor. As soon as practicable, and in any event, not later than thirty (30) days after Indemnitee becomes aware, by
written or other overt communication, of any pending or threatened litigation, claim or assessment, Indemnitee will, if a claim
for indemnification in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of such
pending or threatened litigation, claim or assessment; but the omission so to notify the Corporation will not relieve the Corporation
from any liability which it may have to Indemnitee otherwise under this Agreement, and any delay in so notifying the Corporation
shall not constitute a waiver by Indemnitee of any of Indemnitee’s rights under this Agreement. With respect to any such
pending or threatened litigation, claim or assessment as to which Indemnitee notifies the Corporation of the commencement thereof:


 


(a)          the
Corporation will be entitled to participate therein at its own expense;


 


(b)          except
as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified
and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice
from the Corporation to Indemnitee of its election to assume the defense thereof, the Corporation will not be liable to Indemnitee
under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof
except for reasonable costs of investigation or otherwise as provided below. Indemnitee shall have the right to employ separate
counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption
of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized
by the Corporation, (ii) Indemnitee shall have reasonably concluded, and so notified the Corporation, that there may be a conflict
of interest between the Corporation and Indemnitee in the conduct of the defense of such action, or (iii) the Corporation shall
not in fact have employed counsel to assume the defense of Indemnitee in connection with such action; in any of such cases the
fees and expenses of Indemnitee’s separate counsel shall be at the expense of the Corporation. The Corporation shall not
be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall
have made the conclusion provided for in clause (ii) above; and


 






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(c)          the
Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action
or claim effected without the Corporation’s written consent, which consent shall not be unreasonably withheld, conditioned
or delayed. The Corporation shall not enter into any settlement in connection with a Proceeding in any manner which would impose
any Expenses, penalties (whether civil or criminal) or limitations on Indemnitee without Indemnitee’s written consent, which
may be given or withheld in Indemnitee’s sole and reasonable discretion.


 


7.          Expenses.
The Corporation shall advance, to the extent not prohibited by law, all Expenses actually and reasonably incurred by Indemnitee
in connection with any Proceeding promptly following request therefor, but in any event no later than twenty (20) days after the
receipt by the Corporation of a written statement or statements requesting such advances (which shall include invoices received
by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references
to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall
not be included with the invoice) from time to time, whether prior to or after the final disposition of any Proceeding. The right
to advancement described in this Section 7 is vested. Advances shall be unsecured and interest free. Advances shall be
made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement
to indemnification under the other provisions of this Agreement. The execution and delivery to the Corporation of this Agreement
shall constitute an undertaking by Indemnitee to the fullest extent required by law to repay all advances if and to the extent
that it is ultimately determined by a court of competent jurisdiction in a final, nonappealable judgment that Indemnitee is not
entitled to be indemnified by the Corporation, and Indemnitee shall qualify for advances immediately upon such execution and delivery.
The right to advances under this Section 7 shall in all events continue until final disposition of any Proceeding, including
any appeal therein.


 


8.          Contribution.


 


(a)          Whether
or not the indemnification provided in Section 2 is available, in respect of any Proceeding in which the Corporation is
jointly liable with Indemnitee (or would be if joined in such Proceeding), the Corporation shall pay, in the first instance, the
entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and
the Corporation hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Corporation shall
not enter into any settlement of any Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if joined
in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(b)          Without
diminishing or impairing the obligations of the Corporation set forth in Section 8(a), if, for any reason, Indemnitee shall
elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed Proceeding
in which the Corporation is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Corporation shall contribute
to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable
by Indemnitee in proportion to the relative benefits received by the Corporation and all officers, directors or employees of the
Corporation, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the
one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however,
that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted
by reference to the relative fault of the Corporation and all officers, directors or employees of the Corporation other than Indemnitee
who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other
hand, in connection with the events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other
equitable considerations which the law may require to be considered. The relative fault of the Corporation and all officers, directors
or employees of the Corporation, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such
Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the
degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability
is primary or secondary and the degree to which their conduct is active or passive.


 






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(c)          The
Corporation hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought
by officers, directors or employees of the Corporation, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)          To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Corporation, in lieu of indemnifying Indemnitee, shall contribute to the amount actually and reasonably
incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or
for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received
by the Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or
(ii) the relative fault of the Corporation (and its directors, officers, employees and agents) and Indemnitee in connection with
such event(s) and/or transaction(s).


 


9.          Presumptions and Effect
of Certain Proceedings.


 


(a)          In
making a determination with respect to Indemnitee’s entitlement to indemnification hereunder, the person, persons or entity
making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 6 hereof. If
the Corporation contests any claim or assertion that Indemnitee is entitled to indemnification hereunder, the Corporation shall,
to the fullest extent not prohibited by law, have the burden of proof to overcome such presumption in connection with the making
by such person, persons, or entity of any determination with respect to Indemnitee’s entitlement to indemnification.


 


(b)          Without
limiting the foregoing, if any Proceeding is disposed of on the merits or otherwise (including a disposition without prejudice),
without (i) the final disposition being adverse to Indemnitee, (ii) a final adjudication by a court of competent jurisdiction
that Indemnitee was liable to the Corporation, (iii) a plea of guilty (iv) a final adjudication by a court of competent jurisdiction
that Indemnitee did not act in good faith, and in a manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Corporation, or (v) with respect to any criminal proceeding, a final adjudication by a court of competent jurisdiction
that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the
purposes hereof to have been wholly successful with respect thereto.


 


(c)          The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that such Indemnitee’s conduct was unlawful.


 






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(d)          For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied
in good faith on (i) the records or books of account of the Corporation, including financial statements , (ii) information supplied
to Indemnitee by the officers of the Corporation in the course of their duties, (iii) the advice of legal counsel for the Corporation
or its Board or counsel selected by any committee of the Board or (iv ) information or records given or reports made to the Corporation
by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by
the Corporation or its Board or any committee of the Board.


 


10.          Information
Sharing. To the extent that the Corporation receives a request or requests from a governmental third party or other licensing
or regulating organization (the “Requesting Agency”), whether formal or informal, to produce documentation
or other information concerning an investigation, whether formal or informal, being conducted by the Requesting Agency, and such
investigation is reasonably likely to include review of any actions or failures to act by Indemnitee, the Corporation shall promptly
give notice to Indemnitee of said request or requests and any subsequent request. In addition, the Corporation shall provide Indemnitee
with a copy of any and all information or documentation that the Corporation shall provide to the Requesting Agency.


 


11.          No
Imputation. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation
or the Corporation itself shall not be imputed to Indemnitee for purposes of determining any rights under this Agreement.


 


12.          Enforcement.


 


(a)          Any
right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee
in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no
disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely
made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days
after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person
or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation
or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided
to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s
entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right
to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole
or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any
action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a
claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered
to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3
hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its
stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such
enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation
(including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or
stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is
not entitled to indemnification under this Agreement or otherwise.


 






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(b)          To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced
pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination
shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound
by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading,
in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


13.          Subrogation.
In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure
such rights and to enable the Corporation effectively to bring suit to enforce such rights.


 


14.          NonExclusivity
of Rights. The rights conferred on Indemnitee by this Agreement shall not be exclusive of any other right which Indemnitee
may have or hereafter acquire under any statute, provision of the Charter or Bylaws, agreement, vote of stockholders or directors,
or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding office.
To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification or advancement
of Expenses than would be afforded currently under the Charter or Bylaws and this Agreement, it is the intent of the parties hereto
that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly
set forth herein or therein. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive
of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. Except as expressly set forth herein, the assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy.


 


15.          Insurance.
To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, trustees,
general partners, managing members, officers, employees, agents or fiduciaries of the Corporation, Indemnitee shall be covered
by such policy or policies (including with respect to prior service) to the same extent as the most favorablyinsured persons under
such policy or policies in a comparable position.


 


16.          Enforcement;
Survival of Rights.


 


(a)          The
Corporation expressly confirms and agrees that the Corporation has entered into this Agreement and assumed the obligations imposed
on it hereby in order to induce Indemnitee to serve as a director of the Corporation, and the Corporation acknowledges that Indemnitee
is relying upon this Agreement in serving the Corporation in such capacity.


 






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(b)          The
rights conferred on Indemnitee by this Agreement shall continue after Indemnitee has ceased to be a director or officer of the
Corporation or to serve at the request of the Corporation as a director or officer agent of another corporation, partnership,
joint venture, trust or other enterprise, and shall inure to the benefit of Indemnitee’s heirs, executors and administrators.


 


(c)          The
Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Corporation, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.


 


(d)          The
Corporation and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause Indemnitee and the Corporation irreparable
harm. Accordingly, the parties hereto agree that each of the Corporation and the Indemnitee may enforce this Agreement by seeking
injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that
by seeking injunctive relief and/or specific performance, they shall not be precluded from seeking or obtaining any other relief
to which they may be entitled. The Corporation and Indemnitee further agree that they shall be entitled to such specific performance
and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the
necessity of posting bonds or other undertaking in connection therewith. The Corporation and Indemnitee acknowledge that in the
absence of a waiver, a bond or undertaking may be required by the Delaware Court of Chancery, and they hereby waive any such requirement
of such a bond or undertaking.


 


17.          No
Conflicts. To the extent that any provision of this Agreement conflicts with the Charter, the Bylaws, or applicable law,
the Charter, the Bylaws, or such applicable law (as applicable) shall govern.


 


18.          Separability.
Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision
hereof shall be held to be invalid, illegal or unenforceable for any reason, (i) such invalidity, illegality or unenforceability
shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement (including without limitation,
each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) and such other provisions shall remain enforceable to the fullest extent permitted
by law; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to
give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to
be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect
to the intent manifested thereby. Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then the
Corporation shall nevertheless indemnify Indemnitee to the fullest extent provided by the Charter (if applicable), the Bylaws,
the NRS or any other applicable law.


 


19.          Governing
Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware,
without regard to its principles of conflicts of laws. The Corporation and Indemnitee hereby irrevocably and unconditionally (i)
agree that any action or proceeding arising out of or in connection with this Agreement may be brought in the Delaware Court of
Chancery, (ii) consent to submit to the jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding
arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding
in the Delaware Court of Chancery, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding
brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.


 






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20.          Amendment
and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing
signed by both parties hereto.


 


21.          Identical
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced
to evidence the existence of this Agreement.


 


22.          Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
(i) upon delivery if delivered by hand to the party to whom such communication was directed or (ii) upon the third business day
after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid:


 


(a)          If to Indemnitee,
at the address indicated on the signature page hereof.


 


(b)          If to the Corporation,
to:


 


Relmada Therapeutics, Inc.


757 Third Avenue, Suite
2018


New York, NY 10017


Attention:    Chief Executive
Officer


 


or to such other address
as may have been furnished to Indemnitee by the Corporation.


 


22.          Headings.
The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction hereof.


 


[Remainder
of Page Intentionally Left Blank]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	RELMADA THERAPEUTICS, INC.
	 	 	 
	 	By:  	/s/ Sergio Traversa
	 	Name:	Sergio Traversa
	 	Title:	Chief Executive Officer


 


	 	INDEMNITEE:
	 	 
	 	/s/ Paul Kelly
	 	Paul Kelly


 





 


 


 


 


 


 


 


 



Signature
Page to Indemnification Agreement





 


 


 


 


 


 


 


 



 







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