Exhibit 10.2


TAX MATTERS AGREEMENT


 


This TAX MATTERS AGREEMENT (this “Agreement”),
dated as of December 6, 2020, by and between Neurotrope Inc., a Nevada corporation (“Neurotrope”), and
Neurotrope Bioscience, Inc., a Delaware corporation (“SpinCo” and, together with Neurotrope, the “Parties”)
shall become effective as of the Distribution (as defined below). Capitalized terms used in this Agreement and not defined herein
shall have the meanings ascribed to such terms in the Separation and Distribution Agreement dated as of the date of this Agreement
by and between Neurotrope and SpinCo, including the Schedules thereto (the “Separation Agreement”).


 


W I T N E S S E T H:


 


WHEREAS, SpinCo is a wholly-owned subsidiary
of Neurotrope and a member of its consolidated group;


 


WHEREAS, Neurotrope entered into an Agreement
and Plan of Merger dated as of May 17, 2020 (the “Merger Agreement”), by and among Petros Pharmaceuticals, Inc.,
a Delaware corporation (“Parent”), PN Merger Sub 1, LLC, a Delaware limited liability company and direct wholly
owned subsidiary of Parent, PM Merger Sub 2, Inc., a Nevada corporation (“Merger Sub 2”), Neurotrope, and
Metuchen Pharmaceuticals LLC, a Delaware limited liability company (the “Company”), as amended, pursuant to
which, among other things, (i) Merger Sub 1 will merge with and into the Company with the Company surviving as the surviving
limited liability company (the “Metuchen Merger”), and (ii) Merger Sub 2 will merge with and into Neurotrope
with Neurotrope surviving as the surviving corporation (the “Neurotrope Merger” and together with the Metuchen
Merger, the “Mergers”), all upon the terms and subject to the conditions set forth in the Merger Agreement;


 


WHEREAS, pursuant to the Separation Agreement,
following the Mergers, Neurotrope shall distribute all of the shares of SpinCo (the “Distribution”) to those
shareholders of Neurotrope that were shareholders of the Neurotrope as of November 30, 2020, prior to the Merger; and


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein, the Parties hereby agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01 Definition of Terms.
The following terms shall have the following meanings. Capitalized terms used but not defined in this Agreement shall have the
meanings ascribed to them in the Separation Agreement.


 


“Agreement” has the meaning
set forth in the preamble.


 


“Code” means the Internal
Revenue Code of 1986, as amended.


 


“Company” has the meaning
set forth in the recitals.


 






     

     


    

 


“Determination” means
(i) any final determination of liability in respect of a Tax that, under applicable Law, is not subject to further appeal,
review or modification through proceedings or otherwise (including the expiration of a statute of limitations or period for the
filing of claims for refunds, amended Tax Returns or appeals from adverse determinations), including a “determination”
as defined in Section 1313(a) of the Code or execution of an IRS Form 870-AD, or (ii) the payment of Tax by
a Party (or its Subsidiary) that is responsible for payment of that Tax under applicable Law, with respect to any item disallowed
or adjusted by a Taxing Authority, as long as the responsible Party determines that no action should be taken to recoup that payment
and the other Party agrees.


 


“Distribution” has the
meaning set forth in the recitals.


 


“Indemnifying Party”
means a Party that has an obligation to make an Indemnity Payment.


 


“Indemnitee” means a
Party that is entitled to receive an Indemnity Payment.


 


“Indemnity Payment” means
an indemnity payment contemplated by the Separation Agreement, this Agreement or any other ancillary Agreement.


 


“IRS” means the U.S.
Internal Revenue Service.


 


“Merger Agreement” has
the meaning set forth in the recitals.


 


“Merger Sub 1” has the
meaning set forth in the recitals.


 


“Merger Sub 2” has the
meaning set forth in the recitals.


 


“Mergers” has the meaning
set forth in the recitals.


 


“Metuchen Merger” has
the meaning set forth in the recitals.


 


“Neurotrope” has the
meaning set forth in the preamble.


 


“Neurotrope Consolidated Group”
means any consolidated, combined, unitary or similar group of which (i) any member of the Neurotrope Tax Group is or was a
member and (ii) SpinCo.


 


“Neurotrope Merger” has
the meaning set forth in the recitals.


 


“Neurotrope Tax Group”
means Neurotrope and any Person that is or was a Subsidiary of Neurotrope as of the Distribution or at any time prior to the Distribution,
excluding SpinCo.


 


“Ordinary Taxes” means
Taxes other than Transfer Taxes described in Section 2.04.


 


“Parent” has the meaning
set forth in the recitals.


 


“Parties” has the meaning
set forth in the preamble.


 






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“Pre-Distribution Tax Period”
means any taxable period (or portion thereof) that ends on or before the Distribution Date.


 


“Records” has the meaning
set forth in Section 3.06.


 


“Refund Recipient” has
the meaning set forth in Section 2.05.


 


“Regulations” means the
Treasury regulations promulgated under the Code.


 


“Separation Agreement”
has the meaning set forth in the preamble.


 


“SpinCo” has the meaning
set forth in the preamble.


 


“Straddle Period” has
the meaning set forth in Section 2.07.


 


“Subsidiary” of any Person
means any corporation or other organization, whether incorporated or unincorporated, of which at least a majority of the securities
or interests having by their terms ordinary voting power to elect at least a majority of the board of directors (or others performing
similar functions with respect to such corporation or other organization) is directly or indirectly owned by such Person or by
any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.


 


“Tax Advisor” has the
meaning set forth in Section 4.04.


 


“Tax Attribute” has the
meaning set forth in Section 2.06(a).


 


“Tax Contest” means an
audit, review, examination or other administrative or judicial proceeding, in each case by any Taxing Authority.


 


“Tax Dispute” has the
meaning set forth in Section 4.04.


 


“Tax Return” means any
return, declaration, statement, report, form, estimate or information return relating to Taxes, including any amendments thereto
and any related or supporting information, required or permitted to be filed with any Taxing Authority.


 


“Taxes” means all forms
of taxation or duties imposed by any Governmental Authority, or required by any Governmental Authority to be collected or withheld,
including charges, together with any related interest, penalties and other additional amounts.


 


“Taxing Authority” means
any Governmental Authority charged with the determination, collection or imposition of Taxes.


 


“Transfer Taxes” means
all transfer, sales, use, excise, stock, stamp, stamp duty, stamp duty reserve, stamp duty land, documentary, filing, recording,
registration, value-added and other similar Taxes (excluding, for the avoidance of doubt, any income, gains, profit or similar
Taxes, however assessed).


 






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ARTICLE II


 


Allocation of Tax Liabilities
and Tax Benefits


 


SECTION 2.01 Neurotrope Indemnification
of SpinCo. After the Distribution, Neurotrope shall be liable for, and shall indemnify and hold SpinCo harmless from, the following
Taxes (in each case, other than Taxes for which SpinCo is liable under Section 2.02):


 


(a)          Ordinary
Taxes of Neurotrope and its Subsidiaries for any taxable period; and


 


(b)         Transfer
Taxes for which Neurotrope is responsible under Section 2.04.


 


SECTION 2.02 SpinCo Indemnification
of Neurotrope. After the Distribution, SpinCo shall be liable for, and shall indemnify and hold Neurotrope harmless from, the
following Taxes, whether incurred directly by Neurotrope or indirectly through one of its Subsidiaries (but without duplication
of any such Taxes that SpinCo has already paid (or caused to be paid) pursuant to Article VI):


 


(a)          Ordinary
Taxes (i) of Neurotrope and its Subsidiaries for any Pre-Distribution Tax Period to the extent attributable to SpinCo, (ii) of
SpinCo for any taxable period other than a Pre-Distribution Tax Period or (iii) of Neurotrope and its Subsidiaries imposed
under Section 1.1503(d)-6 of the Regulations relating to the recapture of any “dual consolidated loss” (within
the meaning of Section 1503(d)(2) of the Code) incurred by SpinCo.


 


(b)         Transfer
Taxes for which SpinCo is responsible under Section 2.04.


 


SECTION 2.03 Allocation of Ordinary
Taxes.


 


(a)          For
purposes of Section 2.03(a)(i), in the case of any Neurotrope Consolidated Group:


 


(i)            If
any Ordinary Taxes arise as a result of any adjustments made after the Distribution Date to the portion of the relevant Tax Return
for a Pre-Distribution Tax Period that relates to SpinCo, the amount of Ordinary Taxes attributable to SpinCo shall equal the excess,
if any, of (A) the amount of Ordinary Taxes actually payable by the Neurotrope Consolidated Group as a result of the adjustments
for the relevant period over (B) the amount of Ordinary Taxes that would have been so payable had no adjustments been made
to the portions of the relevant Tax Returns relating to SpinCo; and


 


(ii)          The
amount of Ordinary Taxes shown as due on any Tax Return filed after the Distribution Date that are attributable to SpinCo shall
equal the excess, if any, of (A) the amount of Ordinary Taxes actually shown as due on that Tax Return over (B) the amount
of Ordinary Taxes that would have been shown as due on that Tax Return had SpinCo not been included in the Neurotrope Consolidated
Group.


 


(b)           For
the avoidance of doubt, SpinCo shall be liable for Taxes of any Neurotrope Consolidated Group under Section 2.02(a)(i) only
to the extent any adjustment (as described in Section 2.03(a)(i)) or the inclusion of SpinCo in the relevant Neurotrope
Consolidated Group (as described in Section 2.03(a)(ii)) results in an actual increase in the aggregate Tax liability
of the Neurotrope Consolidated Group in any period. To the extent that any such adjustment or inclusion in one taxable period increases
the amount of Ordinary Taxes actually payable by the Neurotrope Consolidated Group in another taxable period, principles consistent
with those in Section 2.03(a) shall apply to determine the amount of Ordinary Taxes attributable to SpinCo.


 






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SECTION 2.04 Allocation of Transfer
Taxes. Neurotrope and SpinCo each shall be responsible for any Transfer Taxes incurred by the Neurotrope Tax Group and SpinCo,
respectively, as a result of the Distribution. If, under applicable Law, both Parties or neither Party are liable for Transfer
Taxes, then Neurotrope and SpinCo shall be equally responsible for such Transfer Taxes.


 


SECTION 2.05 Refunds, Credits and
Offsets.


 


(a)           Subject
to Section 2.06, if Neurotrope, SpinCo or any of their respective Subsidiaries receives any refund of any Taxes for
which the other Party is liable under this Article II (a “Refund Recipient”), such Refund Recipient
shall pay to the other Party the entire amount of the refund (including interest, but net of any Taxes imposed with respect to
such refund) within 10 business days of receipt or accrual; provided, however, that the other Party, upon the request
of such Refund Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed
by the relevant Taxing Authority) in the event such Refund Recipient is required to repay such refund. In the event a Party would
be a Refund Recipient but for the fact it elected to apply a refund to which it would otherwise have been entitled against a Tax
liability arising in a subsequent taxable period, then such Party shall be treated as a Refund Recipient and the economic benefit
of so applying the refund shall be treated as a refund, and shall be paid within 10 business days of the due date of the Tax Return
to which such refund is applied to reduce the subsequent Tax liability.


 


(b)          For
purposes of Section 2.05(a), in the case of any Neurotrope Consolidated Group, the SpinCo shall be entitled to any
refund of Taxes only to the extent of the excess, if any, of (i) the amount of any refund (or reduction in subsequent Taxes)
that the Neurotrope Consolidated Group actually receives over (ii) the amount of any refund (or reduction in subsequent Taxes)
that the Neurotrope Consolidated Group would have received had any adjustments made after the Distribution Date to the portions
of any Tax Return relating SpinCo not been made.


 


SECTION 2.06 Carrybacks.


 


(a)           If
a Tax Return of SpinCo for any taxable period ending after the Distribution Date reflects any net operating loss, net capital loss,
excess Tax credit or other Tax attribute (a “Tax Attribute”), then SpinCo shall waive the right to carry back
any such Tax Attribute to a Pre-Distribution Tax Period to the extent permissible under applicable Law. In the event that SpinCo
does carry back a Tax Attribute to a Pre-Distribution Tax Period, then (i) subject to Section 2.06(b), no payment
with respect to such carryback shall be due to SpinCo from Neurotrope and (ii) if SpinCo receives any refund, credit or offset
of any Taxes in connection with such carryback, SpinCo shall promptly pay to Neurotrope the full amount of such refund or the economic
benefit of the credit or offset (including interest, but net of any Taxes imposed with respect to such refund).


 






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(b)          Notwithstanding
Section 2.06(a), if Neurotrope determines, in its sole discretion, that it has received, either from SpinCo under Section 2.06(a) or
directly from a Taxing Authority, a refund of Taxes that SpinCo has actually paid to Neurotrope or to any Taxing Authority pursuant
to this Agreement in connection with a carryback by SpinCo of a Tax Attribute to a Pre-Distribution Tax Period, Neurotrope shall
pay (or repay) to SpinCo the amount of such refund (net of any Taxes imposed with respect to such refund); provided, however,
that SpinCo agrees, upon Neurotrope’s request, to repay such amount (plus any penalties, interest or other charges imposed
by the relevant Taxing Authority) in the event Neurotrope is required to repay such refund.


 


SECTION 2.07 Straddle Periods.
For U.S. Federal income Tax purposes, the taxable year of SpinCo will close as of the end of the Distribution Date. For any taxable
period that includes (but does not end on) the Distribution Date (a “Straddle Period”), Taxes for the Pre-Distribution
Tax Period shall be computed (i) in the case of Taxes imposed on a periodic basis (such as real, personal and intangible property
Taxes), on a daily pro rata basis and (ii) in the case of other Taxes generally, as if the taxable period ended as of the
close of business on the Distribution Date.


 


ARTICLE III


 


Tax Returns, Tax Contests and Other Administrative
Matters


 


SECTION 3.01 Responsibility for
Preparing Tax Returns. Neurotrope


 


(a)          With
respect to any Tax Return that is required or permitted to be filed for a taxable period:


 


(i)            Neurotrope
shall prepare and file all Tax Returns of the Neurotrope Tax Group that are required or permitted to be filed for any taxable period.


 


(ii)           Neurotrope
shall prepare and file all Tax Returns of SpinCo for any taxable period ending on or before the Distribution Date, including any
short taxable year ending by reason of the Distribution. SpinCo shall provide to Neurotrope any information or documentation as
reasonably necessary for Neurotrope to prepare any such Tax Returns.


 


(iii)          SpinCo
shall prepare and file any Tax Returns of SpinCo that are required or permitted to be filed for any taxable period ending after
the Distribution Date, including any Straddle Period.


 


(b)          To
the extent that any Tax Return described in Section 3.01(a) directly relates to matters for which SpinCo may have
an indemnification obligation to Neurotrope, or that may give rise to a refund to which SpinCo would be entitled, under this Agreement,
Neurotrope shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as
required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any Tax Return of
a Neurotrope Consolidated Group that do not relate primarily to SpinCo or (C) as mutually agreed by the Parties; (ii) notify
SpinCo of any such portions not prepared on a basis consistent with past practice; (iii) provide SpinCo a reasonable opportunity
to review the relevant portions of the Tax Return; (iv) consider in good faith any reasonable comments made by SpinCo; and
(v) use commercially reasonable efforts to incorporate, in the portion of such Tax Return related to SpinCo’s potential
indemnification obligation (or refund entitlement), any reasonable comments made by SpinCo relating to the Neurotrope’s compliance
with clause (i). The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return.


 






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(c)           Neurotrope
shall, no later than 5 business days before the due date (including extensions) of any Tax Return described in Section 3.01(b),
notify SpinCo of any amount (or any portion of any such amount) shown as due on that Tax Return for which SpinCo must indemnify
Neurotrope under this Agreement. SpinCo shall pay such amount to the Neurotrope no later than one day prior to the due date (including
extensions) of the relevant Tax Return. A failure of Neurotrope to give notice as provided in this Section 3.01(c) shall
not relieve SpinCo from its indemnification obligations under this Agreement, except to the extent that the Indemnifying Party
shall have been actually and materially prejudiced by such failure.


 


(d)          Without
the prior written consent of SpinCo (which consent shall not be unreasonably withheld, conditioned or delayed), Neurotrope shall
not file, amend, withdraw, revoke or otherwise alter any Tax Return that relates to any event occurring on or before the Distribution
Date to the extent such alternation could reasonably be expected to adversely and materially impact matters for which SpinCo may
have an indemnification obligation to Neurotrope.


 


SECTION 3.02 Tax Contests. Neurotrope


 


(a)           Neurotrope
or SpinCo, as applicable, shall, within 10 business days of becoming aware of any Tax Contest that could reasonably be expected
to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest
and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the
relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.02(a) (or
to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations
under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.


 


(b)           Neurotrope
shall have the exclusive right to control the conduct and settlement of any Tax Contest. Notwithstanding the foregoing, if the
conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a SpinCo to have an
indemnification obligation under this Agreement, then (i) Neurotrope shall keep SpinCo reasonably informed as to material
aspects of any such Tax Contest, (ii) and Neurotrope shall not accept or enter into any settlement of such Tax Context without
the consent of SpinCo, which consent shall not be unreasonably withheld or delayed.


 






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SECTION 3.03 Cooperation. Each
Party shall cooperate with reasonable requests from the other Party in matters covered by this Agreement, including in connection
with the preparation and filing of Tax Returns, the calculation of Taxes, the determination of the proper financial accounting
treatment of Tax items and the conduct and settlement of Tax Contests. Such cooperation shall include:


 


(a)           retaining
until the expiration of the relevant statute of limitations (including extensions) records, documents, accounting data, computer
data and other information (“Records”) necessary for the preparation, filing, review, audit or defense of all Tax Returns
relevant to an obligation, right or liability of either Party under this Agreement;


 


(b)           providing
the other Party reasonable access to Records and to its personnel (ensuring their cooperation) and premises during normal business
hours to the extent relevant to an obligation, right or liability of the other Party under this Agreement or otherwise reasonably
required by the other Party to complete Tax Returns or to compute the amount of any payment contemplated by this Agreement; and


 


(c)           notifying
the other Party prior to disposing of any relevant Records and affording the other Party the opportunity to take possession or
make copies of such Records at its discretion.


 


ARTICLE IV


 


Indemnification Claims and Payments


 


SECTION 4.01 Indemnification Claims
and Payments.


 


(a)           An
Indemnitee shall be entitled to make a claim for payment with respect to Taxes under this Agreement when the Indemnitee determines
that it is entitled to such payment and is able to calculate with reasonably accuracy the amount of such payment. Except as otherwise
provided in Section 3.01(c), the Indemnitee shall provide to the Indemnifying Party notice of such claim within 30
business days of the first date on which it so becomes entitled to make such claim. Such notice shall include a description of
such claim and a detailed calculation of the amount claimed.


 


(b)          Except
as otherwise provided in Section 3.01(c), the Indemnifying Party shall make the claimed payment to the Indemnitee within
10 business days after receiving such notice, unless the Indemnifying Party reasonably disputes its liability for, or the amount
of, such payment.


 


(c)           A
failure by an Indemnitee to give notice as provided in Section 3.01(c) or this Section 4.01(b) shall
not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying
Party shall have been actually prejudiced by such failure.


 


(d)           Nothing
in this Section 4.01 shall prejudice Neurotrope’s right to receive payments pursuant to Section 3.01(c).


 


SECTION 4.02 Amount of Indemnity
Payments. The amount of any Indemnity Payment shall be (i) reduced to take into account any Tax benefit actually realized
by the Indemnitee resulting from the incurrence of the liability in respect of which the Indemnity Payment is made and (ii) increased
to take into account any Tax cost actually realized by the Indemnitee resulting from the receipt of the Indemnity Payment (including
any Tax cost arising from such Indemnity Payment having resulted in income or gain to either Party, for example, under Section 1.1502-19
of the Regulations, and any Taxes imposed on additional amounts payable pursuant to this clause (ii)).


 






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SECTION 4.03 Treatment of Indemnity
Payments. Any Indemnity Payment (other than any portion of a payment that represents interest accruing after the Distribution
Date) shall be treated by Neurotrope and SpinCo for all Tax purposes as a distribution from SpinCo to Neurotrope immediately prior
to the Distribution (if made by SpinCo to Neurotrope) or as a contribution from Neurotrope to SpinCo immediately prior to the Distribution
(if made by Neurotrope to SpinCo), except as otherwise required by applicable Law or a Determination.


 


SECTION 4.04 Tax Disputes. The
Parties shall negotiate in good faith to resolve any disputes relating to Tax matters governed by this Agreement (“Tax
Disputes”). If any Tax Disputes remain unresolved after 30 calendar days, the matter will be referred to a mutually acceptable
Tax advisor with a reputable accounting firm (a “Tax Advisor”). The Parties shall instruct the Tax Advisor to
furnish notice to each Party of its resolution of the Tax Dispute as soon as practicable, but in any event no later than 60 calendar
days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be binding on the Parties and
the Parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Tax
Advisor shall be shared equally by the Parties.


 


ARTICLE V


 


Miscellaneous


 


SECTION 5.01 Termination. This
Agreement will terminate without further action at any time before the Distribution upon termination of the Separation Agreement.
If terminated, no Party will have any Liability of any kind to the other Party or any other Person on account of this Agreement,
except as provided in the Separation Agreement.


 


SECTION 5.02 Survival. Except
as expressly set forth in this Agreement, the covenants and indemnification obligations in this Agreement shall survive the Spin-Off
and shall remain in full force and effect.


 


SECTION 5.03 Separation Agreement.
The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect
to the subject matter hereof, the terms of this Agreement shall govern.


 


SECTION 5.04 Confidentiality.
Each Party hereby acknowledges that confidential Information of such Party or its Subsidiaries may be exposed to employees and
agents of the other Party or its Subsidiaries as a result of the activities contemplated by this Agreement. Each Party agrees,
on behalf of itself and its Subsidiaries, that such Party’s obligations with respect to Information and data of the other
Party or its Subsidiaries shall be governed by the Separation Agreement.


 






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SECTION 5.05 Counterparts; Entire
Agreement.


 


(a)           This
Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This
Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.


 


(b)           This
Agreement, the Separation Agreement, the other ancillary Agreements and the Appendices, Exhibits and Schedules hereto and thereto
contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements,
negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there
are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or
referred to herein or therein.


 


SECTION 5.06 Governing Law; Jurisdiction.
This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the Laws
that might otherwise govern under applicable principles of conflicts of laws thereof. Each Party irrevocably consents to the exclusive
jurisdiction, forum and venue of the Commercial Division of the Supreme Court of the State of New York, New York County and the
United States District Court for the Southern District of New York over any and all claims, disputes, controversies or disagreements
between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement
or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.


 


SECTION 5.07 Waiver of Jury Trial.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY
CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH
PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.07.


 


SECTION 5.08 Assignability.
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part,
by operation of law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment
without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit
of, and be enforceable by, the Parties and their respective successors and assigns. Notwithstanding the foregoing, either Party
may assign this Agreement without consent in connection with (a) a merger transaction in which such Party is not the surviving
entity and the surviving entity acquires or assumes all or substantially all of such Party’s assets, or (b) the sale
of all or substantially all of such Party’s assets; provided, however, that the assignee expressly assumes
in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice
and evidence of such assignment and assumption to the non-assigning Party. No assignment permitted by this Section 5.08
shall release the assigning Party from liability for the full performance of its obligations under this Agreement.


 






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SECTION 5.09 Third-Party Beneficiaries.
(a) The provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon
any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this
Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, cause of action
or other right in excess of those existing without reference to this Agreement.


 


SECTION 5.10 Notices. All notices
or other communications under this Agreement shall be in writing and shall be provided in the manner set forth in the Separation
Agreement. In addition, copies of all documents mentioned in the preceding sentence shall also be sent to the address set forth
below:


 


	If to Neurotrope, to:	 	Robert Weinstein






			Chief
                                         Financial Officer



			Neurotrope, Inc.



			1185
                                         Avenue of the Americas



			New
                                         York, NY 10036






 


	with a copy to:	 	Josh Silverman
	 	 	Chairman
	 	 	Neurotrope, Inc.
	 	 	1185 Avenue of the Americas
	 	 	New York, NY 10036




 


	If to SpinCo, to:	 	Robert Weinstein (per above)




 


with a copy to:


 


			Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.



			Chrysler Center



			666 Third Avenue



			New York, NY 10017






		Attn:	Abraham A. Reshtick, Esq.





			Kenneth Koch, Esq.



 



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Either Party may, by notice to the other Party, change the address
to which such copies of documents are to be given.


 


SECTION 5.11 Severability. If
any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons
or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full
force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination,
any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that
such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable
provision.


 


SECTION 5.12 Headings. The article,
section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


SECTION 5.13 Waivers of Default.
No failure or delay of either Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise
of any other right or power. Waiver by either Party of any default by the other Party of any provision of this Agreement shall
not be deemed a waiver by the waiving Party of any subsequent or other default.


 


SECTION 5.14 Specific Performance.
In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement,
Neurotrope shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement,
in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.
SpinCo shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that
the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any
loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements
for the securing or posting of any bond with such remedy are waived. The Parties acknowledge and agree that the right of specific
enforcement is an integral part of this Agreement and without that right, neither Neurotrope nor SpinCo would have entered into
this Agreement.


 


SECTION 5.15 Amendments. No
provisions of this Agreement shall be deemed waived, amended, supplemented or modified by either Party, unless such waiver, amendment,
supplement or modification is in writing and signed by the authorized representative of each Party.


 






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SECTION 5.16 Interpretation.
The rules of interpretation set forth in Section 12.14 of the Separation Agreement shall be incorporated by reference
to this Agreement, mutatis mutandis. NOTWITHSTANDING THE FOREGOING, THE PURPOSE OF ARTICLE IV IS TO ENSURE THAT EACH
STEP OF THE TRANSACTIONS QUALIFY FOR ITS INTENDED TAX TREATMENT AND, ACCORDINGLY, THE PARTIES AGREE THAT THE LANGUAGE THEREOF SHALL
BE INTERPRETED IN A MANNER THAT SERVES THIS PURPOSE TO THE GREATEST EXTENT POSSIBLE.


 


SECTION 5.17 Compliance by Subsidiaries.
The Parties shall cause their respective Subsidiaries to comply with this Agreement.



 






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IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first written above.


 


	 	Neurotrope Inc.
	 	 
	 	by	/s/ Joshua Silverman
	 	 	Name: Joshua Silverman
	 	 	Title: Director and Chairman of the Board
	 	 
	 	 
	 	Neurotrope Bioscience, Inc.
	 	 
	 	by	/s/ Robert Weinstein
	 	 	Name: Robert Weinstein
	 	 	Title: Chief Financial Officer




 


[Signature Page to Tax Matters Agreement]