Exhibit 10.10


 


PATENT
AND PATENT APPLICATION ASSIGNMENT AGREEMENT


 


This PATENT AND PATENT APPLICATION ASSIGNMENT
AGREEMENT (this "Assignment") is made and entered into as of June 22, 2018 by and between Arcturus Therapeutics, Ltd.,
an Israeli corporation ("Assignor"), as assignor, having an address at 10628 Science Center Drive, Suite 250,
San Diego, CA 92121, and Vallon Pharmaceuticals, Inc., a Delaware corporation ("Assignee", and together with
Assignor, the "Parties"), as assignee, having an address at 100 N. 18th Street, Suite 300, Philadelphia,
PA 19103. Capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Asset Purchase
Agreement (as defined below).


 


WHEREAS, Assignor, Assignee and Amiservice
Development Ltd., a BVI corporation, are parties to that certain Amended and Restated Asset Purchase Agreement, dated June 22,
2018 (the "Asset Purchase Agreement"), pursuant to which Assignee is acquiring the Transferred Assets as of 9:00
A.M. (Pacific Time) on June 22, 2018 (the "Effective Time");


 


WHEREAS, Assignor owns the patent and patent
applications listed on Exhibit A hereto (such patent and patent applications, collectively, the "Assigned Patents");
and


 


WHEREAS, pursuant to the Asset Purchase
Agreement, Assignor has agreed, effective as of the Effective Time (with no further action by the Parties), to assign to Assignee
all of Assignor's right, title and interest in and to the Assigned Patents, pursuant to and subject to the terms and conditions
of this Assignment and the Asset Purchase Agreement.


 


NOW, THEREFORE, in consideration of the
mutual covenants, agreements and stipulations set forth herein and in the Asset Purchase Agreement, the receipt and legal sufficiency
of which are hereby mutually acknowledged, Assignor and Assignee hereby agree as follows:


 


1.           Effective
as of the Effective Time, Assignor hereby sells, conveys, assigns, transfers and delivers to Assignee all of Assignor's right,
title and interest in and to the Assigned Patents and the inventions disclosed in such patent and patent applications which are
vested in the Assignor in respect of the United States and its territorial possessions and in all foreign countries, to all letters
patent or similar legal protection in the United States and its territorial possessions and in any and all foreign countries to
be obtained for said invention by said application and any continuation, divisional, renewal, substitute or reissue thereof and
any legal equivalent thereof in a foreign country for the full term or terms for which the same may be granted.


 


2.            Following
the Effective Time, Assignor shall promptly execute, deliver, acknowledge and record such assignments and other documents and take
all such other actions as Assignee may reasonably request to memorialize or perfect the assignment and transfer of the Assigned
Patents and other assets and rights assigned and transferred to Assignee pursuant to Section 1 of this Assignment,
and Assignee shall bear all fees, costs and expenses incurred in connection with the preparation, recordation and filing of any
such assignments or other documents, or the performance of any such actions.


 






     


     


    

 


3.           All
of the terms and provisions of this Assignment shall be binding upon Assignor and shall inure to the benefit of Assignee and its
permitted successors and assigns.


 


4.           This
Assignment is executed for the purpose of evidencing and confirming the transfer of the Assigned Patents from Assignor to Assignee
as provided in the Asset Purchase Agreement. Nothing contained in this Assignment is intended to modify or otherwise affect any
of the provisions of the Asset Purchase Agreement as they relate to the Assigned Patents, including any of the representations,
warranties or covenants set forth in the Asset Purchase Agreement. In the event of any conflict between this Assignment and the
Asset Purchase Agreement, the Asset Purchase Agreement will control.


 


5.           This
Assignment (and any claim or controversy arising out of or relating to this Assignment) shall be governed by the Laws of the State
of Israel, even if, under the rules relating to the conflict of Laws which apply in Israel it could be held that another Law
governs. Resolution of any dispute, claim or controversy arising under this Assignment shall be subject to the provisions of Section 11.8
of the Asset Purchase Agreement.


 


6.            Nothing
in this Assignment, express or implied, is intended to confer upon any third party (other than a permitted successor or assign
under the Asset Purchase Agreement) any rights, remedies, obligations or liabilities.


 


7.            The
Parties hereto may execute this Assignment in one or more counterparts, each of which will be deemed an original and all of which,
when taken together, will be deemed to constitute one and the same agreement. Any signature page hereto delivered by facsimile
or other electronic transmission shall be binding to the same extent as an original signature page, with regard to any agreement
subject to the terms hereof or any amendment thereto and may be used in lieu of the original signatures for all purposes. Any party
that delivers such a signature page agrees to deliver promptly an original counterpart to the other party that requests it.


 


[SIGNATURE PAGE FOLLOWS]


 



    2 


     


    

 


IN WITNESS WHEREOF, the Parties hereto have
caused this Patent and Patent Application Assignment Agreement to be executed by their duly authorized representatives as of the
date first written above.


 


	 	"Assignor"
	 	 
	 	ARCTURUS THERAPEUTICS LTD.
	 	 
	 	By:  	/s/ Joseph E. Payne
	 	 
	 	Name: 	 Joseph E. Payne
	 	 
	 	Title:  	President and CEO
	 	 
	 	 
	 	"Assignee"
	 	 
	 	VALLON PHARMACEUTICALS, INC.
	 	 
	 	By: 	/s/ Ofir Levi
	 	 
	 	Name:  	Ofir Levi                            
	 	 
	 	Title: 	Interim Chief Executive Officer


 


[Signature Page to Patent and Patent
Application Assignment Agreement)


 



    


     


    

 


Exhibit A


 


Assigned Patent and Patent

Applications


 


	Title/Mark	Application 

No.	Application

 Date	Category 

Description
	ABUSE DETERRENT FORMULATIONS OF AMPHETAMINE	62/455,227	2/6/2017	Provisional
	ABUSE DETERRENT FORMULATIONS OF AMPHETAMINE	18/017,019	2/6/2018	Non-Provisional

 from Provisional
	ABUSE DETERRENT FORMULATIONS OF AMPHETAMINE	15/943,131	4/2/2018	Non-Provisional

 from Provisional


 


	Title/Mark	Patent No.	Issue Date	Category 

Description
	ABUSE DETERRENT FORMULATIONS OF AMPHETAMINE	U.S. 9,931,303	4/2/2018	Non-Provisional 

from Provisional