Exhibit 10.19


 


 


 


Christopher I. Halliday.


Partner


+1.215.963.5337


christopher.halliday@morganlewis.com


 


September [    ], 2019


 


IP Opinion


 


Dear Sir or Madam:


 


We have acted as intellectual property
counsel to Shuttle Pharmaceuticals, Inc., (the “Company”) with respect to the U.S. patents and U.S.
patent applications and PCT applications owned or co-owned by the Company that were or are being prosecuted by us on behalf of
the Company, as listed in Exhibit A (the “Company Patents”), and the in-licensed U.S. patent, as listed
in Exhibit B (the “Licensed Patent”) (collectively referred to herein as the “Patent Matters”).
We are rendering this opinion in connection with the sale by the Company of             shares
of its common stock pursuant to the Underwriting Agreement dated           ,
(the “Agreement”), by and among the Company and the underwriters listed on Schedule          thereto
(the “Underwriters”). Except as otherwise defined herein, capitalized terms used have the respective
meanings given to them in the Agreement.


 


In connection with this opinion, unless
stated otherwise herein, we have limited our review to the following documents: (i) the chain of title of the Patent Matters, (ii)
our prosecution files pertaining to the Company Patents, and (iii) freedom to operate search conducted by Science IP as shown in
Exhibit C.


 


As to certain factual matters, we have
relied upon a certificate of an officer of the Company and have not sought independently to verify such matters. Where we render
an opinion “to our knowledge” or concerning an item “known to us” or our opinion otherwise refers to our
knowledge, it is based solely upon (i) an inquiry of attorneys currently with this firm who have directly performed substantive
legal services for the Company in connection with the prosecution of the Company Patents, (ii) receipt of a certificate executed
by an officer of the Company covering such matters and (iii) such other investigation, if any, that we specifically set forth herein.
We have conducted no further investigation.


 





	 	Morgan, Lewis & Bockius llp
	 	 	 
	 	1701 Market Street	 
	 	Philadelphia, PA  19103-2921	 +1.215.963.5000
	 	United States	 +1.215.963.5001


 






     


     


    

 


With regard to our opinion in paragraph
(ii) below, we have relied on the results of searches of the records of the USPTO relevant to the ownership of the U.S. Patents
and Applications, which searches were conducted on or about August XX, 2019. On the basis of the foregoing, in reliance thereon
and subject to the limitations and qualifications set forth herein, it is our opinion that to our knowledge:


 


		i.	Exhibit A attached hereto sets forth an accurate list of the Company Patents for which we have acted as intellectual property
counsel to the Company;



 


		ii.	The Company is, according to the records of the USPTO, the sole assignee of record of the Company
Patents except U.S. patent application no.: 15/512,496, which is co-owned by the Company. The Licensor is, according to the records
of the USPTO, the sole assignee of record of the Licensed Patent. To our knowledge, there are no pending or threatened claims by
a third party to any inventorship interest or ownership interest adverse to that of the Company in any of the Company Patents;



 


		iii.	To our knowledge, with the exception of the USPTO’s review of pending patent applications
in connection with the prosecution of such patent applications in the ordinary course, there is no post-grant proceeding, supplemental
examination, derivation, inter partes review, interference, opposition, reissue, reexamination or other claim pending or
overtly threatened in the United States challenging the rights of the Company in or to, or challenging the validity, enforceability
or scope of, any of the Company Patents;



 


		iv.	To our knowledge, while there can be no assurance that any of the U.S. Applications will issue
as a patent, no information known to us to be “material to patentability” (as such term is defined in 37 C.F.R. §
1.56) has been withheld by us with intention to deceive the USPTO in connection with the prosecution of the Company Patents.



 


		v.	To our knowledge, the Company has not received any claim of infringement of any United States patent
held by any third party.



 


		vi.	Based on searches using the patent number of the Patent Matters listed herein as a search inquiry
or the Company name as a party in Docket Navigator litigation database (www.docketnavigator.com) as well as confirmation given
by the Company, there are no disputes in respect of US patents listed in this opinion in the United Stated Federal District Courts,
Patent Trial and Appeal Board of the United States Patent and Trademark Office, The United States International Trade Commission,
and the United States Court of Appeals for the Federal Circuit.



 


		vii.	We commissioned an independent search firm Science IP to conduct a freedom-to-operate (FTO) search
of the published U.S. patents and applications and PCT applications in September 2018. After reviewing the search results, none
of the issued patents or pending claims of the published patent applications we reviewed should pose a barrier to the manufacture,
use, or sale of 1) IPdR (5-iodo-2-pyrimidinone-2’-deoxyribose) as a radiosensitizer for cancer therapy, 2) formulations comprising
IPdR and thymidines phosphorylase inhibitors (TPI), 3) SP-1-161, 4) doranidazole, and 5) SP-2-225 in the United States. Review
summary is attached as Exhibit C. Our conclusion was solely based on the FTO search conducted in September 2018 and we cannot guarantee
that no no changes of claim scope have occurred or that no continuations have been filed in the intervening time.



 






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This letter is furnished, as of the date
hereof, only to you in your capacity as the Buyer under the Agreement and is solely for your benefit in connection with the transaction
of the Agreement. We assume no obligation to update such opinion to reflect any facts or circumstances which may hereinafter come
to our attention or any changes in the law which may hereafter occur. This letter may not be relied upon by you for any other purpose,
or furnished to, assigned to, quoted to, or relied upon by any other person, firm or other entity for any purpose (including any
person, firm or other entity that acquires the shares from you) without our prior written consent, which may be granted or withheld
in our sole discretion.


 


This letter is limited to the matters expressly
set forth in this letter, and no opinion has been implied, or may be inferred, beyond the matters expressly stated. This letter
speaks only as to law and facts in effect or existing as of the date hereof and we undertake no obligation or responsibility to
update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes
in any law that may hereafter occur.


 


Sincerely,


 


	MORGAN, LEWIS & BOCKIUS, LLP	 


 







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Exhibit A


 


	Internal ID	 	Title	 	Application No.	 	Application Date	 	Patent No.	 	Patent Date
	 	 	 	 	 	 	 	 	 	 	 
	105441-5001-WO	 	Dual Function Molecules For Histone Deacetylase Inhibition And Ataxia Telangiectasia Mutated Activation And Methods Of Use Thereof	 	PCT/US2016/020573	 	03-Mar-2016	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	105441-5001-US	 	Dual Function Molecules For Histone Deacetylase Inhibition And Ataxia Telangiectasia Mutated Activation And Methods Of Use Thereof	 	14/636,736	 	03-Mar-2015	 	9,809,539	 	07-Nov-2017
	 	 	 	 	 	 	 	 	 	 	 
	105441-5001-US- 01	 	Dual Function Molecules For Histone Deacetylase Inhibition And Ataxia Telangiectasia Mutated Activation And Methods Of Use Thereof	 	15/555,386	 	01-Sep-2017	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	105441-5001-US-02	 	Dual Function Molecules For Histone Deacetylase Inhibition And Ataxia Telangiectasia Mutated Activation And Methods Of Use Thereof	 	15/804,746	 	06-Nov-2017	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	105441-5002-WO	 	Method And Compositions For Cancer Therapies That Include Delivery Of Halogenated Thymidines And Thymidine Phosphorylase Inhibitors In Combination With Radiation	 	PCT/US2018/012914	 	09-Jan-2018	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	105441-5002-US	 	Method And Compositions For Cancer Therapies That Include Delivery Of Halogenated Thymidines And Thymidines Phosphorylase Inhibitors In Combination With Radiation	 	16/475,999	 	03-Jul-2019	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	105441-5003-WO	 	Personalized Methods For Treating Disease By Radiosensitization	 	PCT/US2015/050860	 	18-Sept-2015	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	105441-5003-US	 	Personalized Methods For Treating Disease By Radiosensitization	 	15/512,496	 	17-Mar-2017	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	105441-5004-WO	 	Selective Histone Deacetylase Inhibitors For The Treatment Of Human Disease	 	PCT/US2018/012971	 	09-Jan-2018	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	105441-5004-US	 	Selective Histone Deacetylase Inhibitors For The Treatment Of Human Disease	 	16/476,006	 	03-Jul-2019	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	105441-5005-WO	 	Selective Histone Deacetylase Inhibitors For The Treatment Of Human Disease	 	PCT/US2019/012770	 	08-Jan-2019	 	 	 	 


 




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Exhibit B


 


	Title	 	Application No.	 	PCT Application Date	 	Patent No.	 	Patent Date
	 	 	 	 	 	 	 	 	 
	Method For Producing 2-Nitroimidazole Derivative	 	12/522,926	 	17-Jan-2008	 	8,030,338	 	4-Oct-2011
	 	 	 	 	 	 	 	 	 
	Pharmaceutical Composition	 	13/365,785	 	16-April-2008	 	8,202,898	 	19-Jun-2012
	 	 	 	 	 	 	 	 	 
	Pharmaceutical Composition	 	12/598,044	 	16-April-2008	 	8,258,165	 	4-Sep-2012
	 	 	 	 	 	 	 	 	 
	Pharmaceutical Composition	 	13/365,723	 	16-April-2008	 	8,258,166	 	4-Sep-2012
	 	 	 	 	 	 	 	 	 
	Pharmaceutical Composition	 	13/362,545	 	17-Jan-2008	 	8,420,687	 	16-Apr-2013
	 	 	 	 	 	 	 	 	 
	Pharmaceutical Composition	 	13/362,527	 	17-Jan-2008	 	8,450,356	 	28-May-2013
	 	 	 	 	 	 	 	 	 
	Pharmaceutical Composition	 	12/523,067	 	17-Jan-2008	 	8,541,459	 	24-Sep-2013


 




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Exhibit C


 


	FTO Analysis	 	Search Query	 	Notes
	 	 	 	 	 
	Use of IPdR as a radiosensitizer for cancer therapy	 	
        QUE (1(W) 2(W) DEOXY(W) (ALPHA OR BETA)(W) D(W) (ERYTHRO(W)
        PENTOFURANOSYL OR RIBOFURANOSYL)(W) 5(W) IODO(W) 2(1W) PYRIMIDINONE OR IPDR OR IODO(1W) PYRIMIDINONE(1W) DEOXYRIBOSE OR IODOPYRIMIDINONEDEOXYRIBOSE
        OR ROPIDOXURIDINE)

         

        L4       QUE (RADIOSENSI? OR RADIO(W)SENSI? OR RADIOTHERAP?
        OR RADIOCHEMOTHERAP? OR CHEMORADIOTHERAP? OR (RADIATION OR RADIO OR RADIONUCL?)(5A) THERAP?)
	 	No FTO issue identified
	 	 	 	 	 
	Formulations comprising IPdR and TPI	 	
        QUE (1(W) 2(W) DEOXY(W) (ALPHA OR

        BETA)(W) D(W) (ERYTHRO(W) PENTOFURANOSYL OR RIBOFURANOSYL)(W)
        5(W) IODO(W) 2(1W) PYRIMIDINONE OR IPDR OR IODO(1W) PYRIMIDINON E(1W) DEOXYRIBOSE OR IODOPYRIMIDINONEDEOXYRIBOSE OR ROPIDOXURID
        INE)

        L4 QUE ((THYMIDINE(W) PHOSPHORYLASE OR THYMIDYLATE(W) SYNTHETASE)(5A)
        (ANTAGON? OR ANTI(W)AGONIS? OR ANTIAGON? OR INHIBIT OR INHIBITED OR INHIBITING OR INHIBITOR OR MODULATE OR MODULATED OR MODULATING
        OR MODULATOR)) L5 QUE (TIPIRACIL OR LONSURF OR MA(W) 1 OR MA1 OR TPI OR TAS(W)1(W)462 OR TAS1(W)462 OR TAS(W)102 OR TAS102) L6
        QUE (“5 CHLORO 6 2 IMINO 1 PYRROLIDINYL METHYL 2 4 1H 3H PYRIMIDINEDIONE” OR “5 CHLORO 6 2 IMINO 1 PYRROLIDINYL
        METHYL 2 4 PYRIMIDINEDIONE”)
	 	No FTO issue identified
	 	 	 	 	 
	SP-1-161	 		 	No FTO issue identified.
	 	 	 	 	 
	SP-2-225	 		 	No FTO issue identified.
	 	 	 	 	 
	Doranidazole	 		 	No FTO issue identified 


 


 


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