SETTLEMENT
AGREEMENT


 


The
undersigned, Adhera Therapeutics, Inc., a Delaware corporation (the “Company”), on the one hand, and Robert
C. Moscato, Jr., an individual resident in the State of North Carolina (“Counterparty”; collectively with the
Company, the “Parties”), on the other hand, have entered into this Settlement Agreement (this “Agreement”)
as of April 4, 2019.


 


RECITALS


 


WHEREAS,
Counterparty serves as an officer and director of the Company;


 


WHEREAS,
Counterparty serves as the Chief Executive Officer of the Company pursuant to that certain Employment Agreement dated June
18, 2018 by and between Counterparty and the Company (such agreement, and the schedules and exhibits thereto, the “Employment
Agreement”);


 


WHEREAS,
Counterparty wishes to resign as an officer and as a director of the Company;


 


WHEREAS,
the Company is willing to accept Counterparty’s resignation as an officer and as a director of the Company;


 


WHEREAS,
the Company and the Counterparty wish to settle the agreements between the Company and the Counterparty with respect to Counterparty’s
service as an officer and as a director in full, subject to (and contingent upon) the other terms and conditions of this Agreement,
by the execution and delivery of this Agreement:


 


AGREEMENT


 


NOW
THEREFORE, in consideration of the mutual promises made herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the undersigned agree as follows:


 


1.
Counterparty hereby resigns as an officer and as a director of the Company (and, to the extent applicable, of any subsidiary of
the Company), effective immediately (such date, the “Separation Date”), and the Company accepts such resignation.


 


2.
Counterparty acknowledges that the restrictive covenants contained in the Employment Agreement, including the non-solicitation
and non-disparagement obligations contained therein (but not the non-competition obligations contained therein), shall survive
in accordance with the terms of the Employment Agreement. Notwithstanding the foregoing, and in lieu of the obligations contained
in Section 12(b) of the Employment Agreement, Counterparty hereby agrees that for a period of twelve (12) months immediately following
the Separation Date, Counterparty shall not, directly or indirectly, on his own behalf or on behalf of any person, firm, company
or entity (whether as principal, agent, independent contractor, partner or otherwise or by any other means) own, manage, operate,
control, participate in, perform services for (whether as an employee, consultant or otherwise), invest in, own an interest in,
or otherwise establish or carry on any business or division or line of any business in the United States which engages in a business
relating to the research, development or commercialization of pharmaceutical or therapeutic products that address hypertension.


 




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3.
(a) The Company hereby agrees that the options to purchase up to an aggregate of 250,000 shares of the common stock of the Company
that were granted to Counterparty on July 10, 2018 and that were to vest on July 10, 2019 shall vest in full immediately upon
the Separation Date (such options, the “Accelerated Options”), and it acknowledges that (A) the options to
purchase up to an aggregate of 500,000 shares of the common stock of the Company that were granted to Counterparty on July 10,
2018 and that were to vest on July 10, 2020 and July 10, 2021, respectively, and (B) the options to purchase up to an aggregate
of 500,000 shares of the common stock of the Company that were granted to Counterparty on July 10, 2018 and that were to vest
upon the achievement of performance milestones as set forth in the Employment Agreement, are hereby cancelled and of no further
force and effect. Further, the Company hereby agrees that Counterparty shall be able to exercise the options to purchase up to
250,000 shares of common stock that were granted to Counterparty on July 10, 2018 and that vested on that date, and the Accelerated
Options, until the one year anniversary of the date of this Agreement, at which time such options shall terminate.


 


(b)
The Company hereby agrees that, in the event that (and only in the event that) the Company completes a bona fide capital raising
transaction involving the issuance by the Company of its equity (or equity-linked) securities yielding gross proceeds to the Company
of not less than four million dollars ($4,000,000) prior to the one (1) year anniversary of the date of this Agreement, the Company
shall notify Counterparty of such capital raising transaction within ten (10) days following completion thereof. For a period
of thirty (30) days following receipt of such notice (the “Option Period”), Counterparty shall have the option,
to be exercised by written notice to the Company given within the Option Period, to sell to the Company, and if such option is
so exercised, the Company shall repurchase from Counterparty, for cancellation, for an aggregate purchase price of $200,000, the
forty (40) shares of the Series F Convertible Preferred Stock of the Company, and warrants to purchase up to 300,000 shares of
the common stock of the Company, that an affiliate of Counterparty acquired from the Company on July 12, 2018 (the “Preferred
Stock Repurchase”). Counterparty hereby agrees that he shall take any and all actions, and execute and deliver any and
all instruments, agreements or documents, as may be necessary, appropriate or advisable to cause his affiliate to effect and complete
the Preferred Stock Repurchase in accordance with this Section 3(b).


 




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4.
In consideration for the execution and delivery by Counterparty to the Company of the Agreement and Release between Counterparty
and the Company (the “Counterparty Release”), in the form as attached as Exhibit I hereto, the Company
shall pay to Counterparty the consideration referred to in the Counterparty Release, as separately instructed by Counterparty.


 


5.
Regardless of whether Counterparty signs the Counterparty Release, upon the Separation Date, or as soon as practicable thereafter
(to the extent permitted by applicable law), Counterparty will receive from the Company (i) any unpaid base salary accrued up
to and including the Separation Date, (ii) pay for any accrued but unused vacation earned up to and including the Separation Date
in accordance with Company policies, (iii) benefits or compensation as provided under the terms of any employee benefit and compensation
agreements or plans applicable to Counterparty and under which he has a vested right (including any right that vests in connection
with the termination of his employment), (iv) any unreimbursed business expenses to which Counterparty is entitled to reimbursement
under the Company’s expense reimbursement policy, and (v) as more fully provided in Section 8, rights to any indemnification
Counterparty may have under the Company’s Certificate of Incorporation, Bylaws, the Employment Agreement, or separate indemnification
agreement, as applicable, including any rights Counterparty may have under directors and officers insurance policies, relating
to his service as an officer.


 


6.
Counterparty hereby agrees that he shall:


 


	 	(i)	Execute
    and deliver the Counterparty Release to the Company;
	 	 	 
	 	(ii)	Provide
    all necessary and appropriate support and documentation, and take necessary and appropriate action, to assist in the transition
    and transfer to the Company (or its designated personnel or representatives) of all work undertaken by or on behalf of Counterparty
    in connection with the Company, and to assist in such transition and transfer to the Company (or its designated personnel
    or representatives) as directed by the Company.


 


7.
The Company hereby agrees that it shall execute and deliver the Agreement and Release between the Counterparty and the Company
(the “Company Release”), in the form as attached as Exhibit II hereto, to Counterparty, immediately
on receipt of the executed and delivered Counterparty Release.


 




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8.
Subject to applicable law, Counterparty will be provided indemnification with respect to his service as a director and executive
officer of the Company to the maximum extent permitted by the Company’s Bylaws and Certificate of Incorporation, including
coverage, if applicable, under any directors and officers insurance policies, with such indemnification determined by the Board
or any of its committees in good faith based on principles consistently applied (subject to such limited exceptions as the Board
may approve in cases of hardship) and on terms no less favorable than those provided to any other Company executive officer or
director. The rights to indemnification conferred hereby shall include, to the extent permitted by applicable law, the right to
be advanced by the Company the legal fees and other costs, expenses, and disbursements incurred in defending any action, suit,
proceeding, or investigation with respect to which Counterparty is entitled to indemnification in advance of its final disposition
subject to receipt by the Company of an undertaking by Counterparty to repay such amount, or a portion thereof, if it shall ultimately
be adjudicated that Counterparty is not entitled to be indemnified by the Company pursuant hereto or as otherwise permitted by
law, but such repayment by Counterparty shall only be in an amount ultimately adjudicated to exceed the amount for which Executive
was entitled to be indemnified. The advances to be made pursuant to such right shall be paid by the Company to Counterparty promptly
following receipt by the Company of invoices or other evidence reasonably satisfactory to the Company.


 


9.
The Parties understand that the facts upon which they have based their decision to enter into this Agreement may hereafter prove
to be different from the facts now known or believed to be known by them, and they hereby accept and assume the risk thereof and
agree that this Agreement shall be and shall remain, in all respects, effective and not subject to termination or rescission by
reason of any such alleged difference in facts.


 


10.
This Agreement shall be deemed to be made in the State of New York, and shall be governed by the laws thereof, without giving
effect to principles of conflicts of laws. Each Party consents and submits to the jurisdiction of the federal and state courts
located in the City, County and State of New York for the purposes of enforcing this Agreement.


 


11.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and it cannot be
changed, modified, amended or terminated except by a writing sighed by or on behalf of the Party to be charged. The Parties respective
rights and obligations under this Agreement will survive the execution and delivery of this Agreement.


 


12.
This Agreement may be signed and executed in counterparts, each of which shall be deemed an original, and together which shall
constitute one and the same instrument. This Agreement may be signed by facsimile or .pdf signature of any of the Parties hereto
and shall be binding on that Party.


 




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13.
This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Counterparty
upon Counterparty’s death, and (b) any successor of the Company. Any such successor of the Company will be deemed substituted
for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person,
firm, corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly
acquires all or substantially all of the assets or business of the Company. None of the rights of Counterparty to receive any
form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and
distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Counterparty’s right to compensation
or other benefits will be null and void.


 


14.
This Agreement is the product of the Parties and represents the joint draftsmanship of the Parties, so that no inference shall
be had or made against either Party as to the draftsmanship of this Agreement. The Parties further agree that this Agreement shall
not be construed as an admission of liability and that this Agreement has been negotiated and executed in order to settle outstanding
claims.


 


15.
Each Party represents and warrants to the other that the individual executing this Agreement on behalf of such Party is fully
authorized to do so, is executing the Agreement willingly and knowingly, and further that such individual is fully authorized
to bind the Party on whose behalf it is executing the Agreement to the terms and obligations contained therein.


 


[The
remainder of this page is intentionally blank]


 




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IN
WITNESS WHEREOF, the undersigned have executed this Agreement, or caused this Agreement to be duly executed, as of the date
first written above.


 


	The
    Company:	 	Counterparty:
	 	 	 
	ADHERA
    THERAPEUTICS, INC.	 	ROBERT
    C. MOSCATO, JR.
	 	 	 	 
	By:	/s/ Uli
    Hacksell, Ph.D.	 	 	/s/ Robert
    C. Moscato, Jr.
	Name:	Uli
    Hacksell, Ph.D.	 	Name:	Robert
    C. Moscato, Jr.
	Title:	Chairman	 	 	 


 




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EXHIBIT
I


 


Agreement
and Release between Robert C. Moscato, Jr. (“Robert Moscato”, “Mr. Moscato”, “you” or “your”)
and Adhera Therapeutics, Inc. (the “Company”) (this agreement being the “Agreement” or “Release”)


 


1.
The undersigned Robert C. Moscato, Jr. does hereby resign as an officer and as a director of the Company, effective immediately,
and confirms and ratifies that his status as an officer and as a director is terminated as of April 4, 2019 (such date, the “Separation
Date”).


 


2.
As full consideration for your execution of and compliance with this Agreement, and your release of all claims against the Company
as set forth in Paragraph 4 below, the Company, once this release becomes binding on and irrevocable by you, shall:


 


(i)
Provide you with a gross payment of three hundred sixty thousand dollars ($360,000), which amount shall be paid to you as follows:
(A) ninety thousand dollars ($90,000) on the first business day following the execution of this Agreement and (B) the balance
(for a total of two hundred seventy thousand dollars ($270,000)) to be paid as salary continuation over a nine (9) month period
thereafter in accordance with the Company’s payroll practices; provided, that if the Company completes a bona fide
capital raising transaction involving the issuance by the Company of its equity (or equity-linked) securities yielding gross proceeds
to the Company of not less than four million dollars ($4,000,000), then the Company shall pay to you, on the next business day
following the closing of such capital raising transaction, an amount equal to the remaining amount payable to you pursuant to
this Section 2(i). The Company will deduct from any payments made to you pursuant to this Section 2(i) withholding taxes and other
deductions, which it is required by law to make from wage payments to employees; and


 


(ii)
In addition to the payments to be made to you pursuant to item (i) above, if you timely elect to continue to receive group health
insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) at your own expense, the Company
shall reimburse you for all monthly COBRA premiums that you pay on behalf of both yourself and your dependents for a twelve (12)
month period (the “COBRA Payment”). Please note that it is solely your responsibility to enroll in COBRA and to make
the monthly premium payments on a timely basis. If you do not timely enroll in and pay for COBRA, you will not be eligible to
receive the COBRA Payment. The COBRA Payment shall maintain the coverage you and your dependents (if applicable) had immediately
prior to the date of termination of your employment with the Company (subject to any changes in coverage that effect employees
generally). The Company will pay to you the COBRA Payment within twenty (20) days of your delivery to the Company of evidence
that you have made such COBRA-related payments and the amount thereof. In the event that you do not elect COBRA coverage, that
you subsequently become ineligible for continued COBRA coverage or that you fail to provide the Company with adequate documentation
of your payment of such COBRA premiums (if applicable), the Company shall no longer be obligated to pay to you any remaining portion
of the COBRA Payment. Further, the Company’s obligations to provide you with the COBRA Payment shall cease before the end
of the twelve (12) month period if you become eligible for comparable coverage under another plan. You agree to notify the Company
as soon as possible, but in no event later than ten (10) days prior to becoming eligible for such alternative comparable coverage.
After this twelve (12) month period, you may be entitled to continue your medical coverage, at your own expense, pursuant to COBRA’s
terms.


 




    	 	 	 



    	 	 	 



    

 


Except
as set forth in this Paragraph, you shall receive no other amounts in connection with the separation of your service as an officer
and as a director of the Company. You acknowledge that unless you enter into this Agreement, you would not otherwise receive any
further benefits from the Company in connection with the separation of your service as an officer and as a director, including
the payment noted above. The Company’s provision to you of the payment noted above is not, and should not be construed as,
an admission of liability or wrongdoing by the Company.


 


In
the event that you breach any of the restrictive covenants contained in Section 12 of that certain Employment Agreement dated
June 18, 2018 by and between you and the Company (the “Employment Agreement”), or in Section 2 of the Settlement Agreement
to which this Agreement is attached, during the period when the Company is obligated to make any payments to you pursuant to Paragraph
2 of this Agreement, the Company may, in addition to pursuing any other remedies it may have in law or in equity, cease making
any such payments to you and obtain an injunction against you from any court having jurisdiction over the matter restraining any
further violation by you of Section 12 of the Employment Agreement or Section 2 of the Settlement Agreement to which this Agreement
is attached; provided that the Company shall remain liable to you for all remaining unpaid amounts (to the extent otherwise owed
to you) in the event that it is finally adjudicated by a court of competent jurisdiction that you did not breach the covenants
contained in this Section 12 of the Employment Agreement or in Section 2 of the Settlement Agreement to which this Agreement is
attached.


 


3.
Following the Separation Date, to the extent that you continue to provide any services for the Company, you shall not be considered
an employee of the Company in your performance of such services for the Company for any purpose whatsoever including, but not
limited to, the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Act, income tax withholding
(federal, state and local) and any and all state taxes. The Company will not be responsible for withholding taxes with respect
to any payment it provides to you in such capacity. You accept full liability for the payment of all taxes and contributions,
and shall reimburse, indemnify, and hold the Company harmless for any such taxes or contributions, or penalties with respect thereto,
which the Company may be compelled to pay as a result of the services rendered hereunder and/or your non-payment of same.


 




    	 	 	 



    	 	 	 



    

 


4.
In consideration for the payment noted above, which you acknowledge to be good and valuable consideration, you knowingly and voluntarily
release and forever discharge the Company, any of the Company’s parents, subsidiaries, divisions, and related companies,
and any of its past and present directors, managers, officers, shareholders, partners, employees, agents, attorneys and servants,
and each of their predecessors, successors and assigns (the “Releasees”) from any and all claims, or causes of action,
of any nature whatsoever, known or unknown, whether or not apparent or yet to be discovered (the “Release”). This
Release includes, without limitation, any rights or claims relating in any way to your relationship with any of the Releasees,
or the termination thereof, including any claim under any agreement between you and the Company, or arising under any statute
or regulation, including, but not limited to, any rights or claims you may have under the Age Discrimination in Employment Act
(ADEA), which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits
discrimination in employment based on race, color, national origin, religion, or sex; the Equal Pay Act, which prohibits paying
men and women unequal pay for equal work; the Americans With Disabilities Act (ADA), which prohibits discrimination in employment
by reason of disability; the Employee Retirement Income Security Act (ERISA), which protects employees’ interests in certain
health and retirement benefits; the Family and Medical Leave Act (FMLA), which protects employees’ rights to take certain
leave periods; the Fair Labor Standards Act (FLSA), which protects employees’ wages and regulates hours, the Federal Wiretap
Act, the Electronic Communications Privacy Act, and the Stored Communications Act, all of which protect privacy; or any other
federal, state, or local laws or regulations which govern the workplace, including, but not limited to, the California Fair Employment
and Housing Act, the California Labor Code, the California Equal Pay Law, the Unruh Civil Rights Act, the New York State Human
Rights Law, the New York City Human Rights Laws, the New York Labor Law, the New York Aids Testing Confidentiality Act, the New
York Equal Pay Law, the New York Persons With Disabilities Law, the Civil Rights Law, the New York Genetic Testing Confidentiality
Law, the New York Nondiscrimination Against Genetic Disorders Law, the New York Smokers Rights Law, the New York Equal Rights
Law, the New York Discrimination by Employment Agencies Law, the New York Bone Marrow Leave Law, the New York Adoptive Parents
Child Care Leave Law, the New York Cancer Victim Bias Law, Article 1, Section 11 of the New York State Constitution, N.Y. Workers’
Compensation Law, or any other state, federal or local statute or regulation which may be applicable to the Company. This Release
also includes a release by you of any and all claims for wrongful discharge, defamation, intentional tort, invasion of privacy,
and breach of contract, implied or otherwise. This Release includes both claims that you know about and those you may not know
about. This Agreement resolves any claims for relief that could have been alleged, no matter how characterized, including without
limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages
for humiliation and embarrassment, punitive damages, costs and attorneys’ fees related to or arising from this Agreement.
Your release of these claims is not, and should not be construed as, an admission by the Company that you have, or ever had, any
rights under the aforementioned statutes. You represent that as of the date of your execution of this Agreement, you have incurred
no disability or injury in relation to or as a result of your affiliation with the Company and assert no claim for any form of
compensation for such disability, injury or job-related condition. Notwithstanding the above, you are not releasing any rights
or claims that arise in connection with: (i) your right to be indemnified by the Company under statute, common law, Company Charter,
Company Bylaws, or Company policy; (ii) this Agreement; (iii) all previous stock option grant agreements made to you by the Company
and any other equity or similar interests that you may have been granted in the Company that will remain following the Separation
Date; (iv) the ownership by you or any entities that you control of shares of the Series F Convertible Preferred Stock of the
Company and warrants to purchase shares of the common stock of the Company, and the agreements that you (or such entity(ies))
entered into in connection with the acquisition of such securities (provided, that you hereby agree that you (on behalf of yourself
and such entity(ies)) shall release any and all rights and claims that you (or such entity(ies)) may have arising in connection
with such securities and agreements, and that nothing in this item (iv) shall be construed as a Surviving Document, in the event
that the Company effects the Preferred Stock Repurchase in accordance with Section 3(b) of the Settlement Agreement to which this
Agreement is attached); (v) agreements entered into with the Company concurrently herewith or after the date of this Agreement;
and (vi) any rights or claims that arise after the signing of this Agreement or which otherwise cannot be waived as a matter of
law (items (ii) through (v) being the “Surviving Documents”).


 




    	 	 	 



    	 	 	 



    

 


5.
You warrant that you have not filed any complaint, charge or claim for relief (collectively, a “Lawsuit”) against
any of the Releasees with any local, state or federal court or administrative agency. You promise never to file a Lawsuit asserting
any claims that are released in Paragraph 4. Nothing in this Agreement shall prevent you from participating in or cooperating
with any investigation or administrative proceeding conducted by any state or federal administrative agency. However, in the event
that a Lawsuit against any of the Releasees is filed with or instituted by any such agency, you expressly waive and shall not
accept any monetary damages or award arising from said Lawsuit. Additionally, nothing in this Agreement prohibits or restricts
you (or your attorney) from initiating communications directly with, responding to an inquiry from, or providing testimony before
the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization
or any other federal or state regulatory authority regarding this Agreement or its underlying facts or circumstances or a possible
securities law violation. This Agreement does not limit your right to receive an award for information provided to the SEC or
FINRA. If you break your promise set forth in this Paragraph, you will pay for all costs incurred by the Releasees, including
their reasonable attorneys’ fees, in defending against your claims. You shall also repay to the Company the entire amount
of the benefits you received pursuant to Paragraph 2 above. This Paragraph does not apply to a claim under the Older Workers’
Benefit Protection Act challenging the validity of the release of ADEA claims in Paragraph 4.


 


6.
(a) You promise not to discuss or disclose the terms of the end of your affiliation with the Company or the amount or nature of
the benefits paid to you under this Agreement to any person other than your family members and your attorney and/or financial
advisor, should one be consulted, provided that those to whom you may make such disclosure agree to keep said information confidential
and not disclose it to others.


 


(b)
You shall not disparage or make any statement which might adversely affect the reputation of the Releasees. The Company shall
not issue any written or verbal statements which disparage you or which could reasonably be expected to adversely affect your
reputation, and the Company shall instruct its partners, officers and directors not to issue or make any such statements. For
the purpose of this Paragraph, the term “disparage” shall include, without limitation, any statement accusing the
aforesaid individuals or entities of acting in violation of any law or governmental regulation or of condoning any such action,
or otherwise acting in an unprofessional, dishonest, disreputable, improper, incompetent or negligent manner.


 




    	 	 	 



    	 	 	 



    

 


7.
(a) You agree that you have had access to the Company’s confidential information, including, but not limited to all proprietary
information, data, trade secrets, and know-how, including, without limitation, research, client lists, markets, marketing and
other plans, and financial data (“Confidential Information”), that said Confidential Information is valuable to the
Company, and that the unauthorized release of that Confidential Information would cause serious damage to the Company. You agree
that you shall not disclose any of the Company’s Confidential Information or trade secrets without the Company’s written
consent. All written materials, records and documents made by you or coming into your possession during your affiliation with
the Company concerning the business or affairs of the Company and/or its Confidential Information are the sole property of the
Company and you shall immediately deliver the same to the Company. You agree that you have or will immediately return any Company
property in your possession, including laptop computers, calling cards, cell phones, credit cards, keys, and identification badges.


 


(b)
Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation,
or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure
does not exceed the extent of disclosure required by such law, regulation or order. You shall promptly provide written notice
of any such order to the Company.


 


(c)
Notice of Immunity under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016. Notwithstanding
any other provision of this Agreement:


 


(i)
You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret
that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney,
and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document
that is filed under seal in a lawsuit or other proceeding.


 


(ii)
If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s
trade secrets to your attorney and use the trade secret information in the court proceeding if you: (1) file any document containing
the trade secret under seal; and (2) do not disclose the trade secret, except pursuant to court order.


 




    	 	 	 



    	 	 	 



    

 


8.
You expressly acknowledge that the terms of Paragraphs 5, 6, and 7 are integral to this Agreement and that if you break any of
your promises set forth in these Paragraphs you must pay to the Company the entire amount of the benefits you received pursuant
to Paragraph 2 above, as well as all damages incurred by the Releasees, including attorneys’ fees resulting from your breach
of these promises.


 


9.
You agree that you will cooperate with the Company (or its parents, subsidiaries, affiliates or related entities) and its legal
counsel in connection with any matters in which you have been involved and/or of which you have knowledge. Such cooperation shall
include, without limitation, answering questions and helping to transition your duties and assignments to other directors, consultants,
or employees of the Company. In addition, you will cooperate with any current or future investigation or litigation relating to
any matter with which you were involved while providing services to the Company, of which you have knowledge, or which occurred
while you were providing services to the Company. The Company will make good-faith efforts to provide you with reasonable notice,
whenever possible, of the need for your cooperation.


 


10.
You agree that, upon written request of the Company, you will make yourself reasonably available, taking into account your other
business and personal commitments, to cooperate (a) with the Company, its subsidiaries and affiliates and any of their officers,
directors, shareholders, or employees in connection with any investigation or review by the Company or any federal, state or local
regulatory, quasi-regulatory or self-governing authority as any such investigation or review relates to events or occurrences
that transpired while Counterparty was employed by the Company and in respect of which Counterparty has knowledge, and (b) with
respect to transition matters (collectively, “Cooperation”), including assisting the Company in preparing an 8-K filing
in compliance with appropriate regulation. Counterparty shall not be required to provide more than ten (10) full calendar days
per year of Cooperation to the Company pursuant to this Section 10. Counterparty’s Cooperation shall include but not be
limited to being available to meet with officers or employees of the Company and/or the Company’s counsel at mutually convenient
times and locations, executing accurate and truthful documents and taking such other actions as may reasonably be requested by
the Company and/or the Company’s counsel to effectuate the foregoing. Counterparty shall be entitled to reimbursement, upon
receipt by the Company of documentation reasonably acceptable to the Company, for his reasonable out-of-pocket expenses for such
Cooperation (including travel costs and reasonable legal fees to the extent Counterparty reasonably believes that separate representation
is warranted and obtains the Company’s consent in writing prior to engaging separate counsel, which consent shall not be
unreasonably withheld), and Counterparty shall be entitled to an honorarium of $300 per hour of Cooperation. Notwithstanding the
foregoing, the provisions of this Section 10 with respect to reimbursement of expenses shall in no way affect Counterparty’s
rights to be indemnified and/or advanced expenses in accordance with the Company’s corporate documents and/or in accordance
with this Agreement.


 




    	 	 	 



    	 	 	 



    

 


11.
This Agreement is intended to comply with the requirements of Section 409A, and the parties hereby agree to amend this Agreement
as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the
date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions
of Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and
applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree
upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this
Agreement to fail to comply with Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this
Agreement. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed
on you by Section 409A or damages for failing to comply with Section 409A. A termination of your employment hereunder shall not
be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit
constituting “deferred compensation” under Section 409A upon or following a termination of employment unless such
termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision
of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean
“separation from service.” In the event that any payment or benefit made hereunder or under any compensation plan,
program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation
plan within the meaning of Section 409A and, at the time of your “separation from service” you are a “specified
employee” within the meaning of Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary
of the date of your “separation from service.” Each payment made under this Agreement shall be designated as a “separate
payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall
be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits
are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to you shall
in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense or
pay such related tax. Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement
shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement, or
in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits
to be provided, respectively, in any other taxable year.


 


12.
This Agreement shall be governed in all respects, including as to interpretation, substantive effect and enforceability, by the
laws of the State of New York, without regard to conflicts of law provisions thereof that would require application to the laws
of another jurisdiction other than those that mandatorily apply. Each party hereby irrevocably submits and consents to the jurisdiction
of the federal and state courts located in the City, County and State of New York for the purposes of enforcing and interpreting
this Agreement. Disputes arising under and in connection with this Agreement shall be heard in the State of New York, New York
County or in such other place as the parties hereto may agree, unless applicable law requires otherwise.


 


13.
This is the entire agreement between you and the Company regarding the termination of your status as an officer and as a director
of the Company. Except for the Surviving Documents, and any other agreements (or portions thereof) that may survive as per the
terms of the Settlement Agreement to which this Agreement is attached, all writings and agreements between you and the Company
or any of the Company’s affiliates are hereby terminated. You acknowledge that neither the Company nor any of the Releasees
have made any promises to you other than those contained in this Agreement.


 




    	 	 	 



    	 	 	 



    

 


14.
This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute
one and the same instrument. A facsimile signature shall be as valid and binding as an original.


 


15.
No breach of any provision(s) of this Agreement may be waived unless in writing. This Agreement may be amended only by a written
agreement executed by the parties in interest at the time of the amendment.


 


16.
You understand that the Company has given you a period of twenty-one (21) days to review and consider this Agreement before signing
it. You further understand that you may use as much of this twenty-one (21) day period as you wish prior to signing.


 


17.
The Company encourages you to consult with an attorney before signing this Agreement. You understand that whether or not you do
so is your decision.


 


18.
You may revoke this Agreement within seven (7) days of the date on which you sign it by delivering a written notice of revocation
to Lawrence Remmel, Pryor Cashman LLP, 7 Times Square, New York, New York 10036, no later than the close of business on the seventh
day after you sign and deliver this Agreement to the Company. If you revoke this Agreement, it shall not be effective or enforceable,
and you will not receive the benefits described in Paragraph 2.


 


YOU
ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT AND RELEASE, UNDERSTAND IT, AND ARE VOLUNTARILY ENTERING INTO IT OF YOUR
OWN FREE WILL, WITHOUT DURESS OR COERCION, AFTER DUE CONSIDERATION OF ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT EXCEPT
AS STATED IN THIS AGREEMENT, NEITHER THE COMPANY NOR ANY REPRESENTATIVE OF THE COMPANY HAS MADE ANY REPRESENTATIONS OR PROMISES
TO YOU.


 


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of page intentionally left blank; signature page follows]


 




    	 	 	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, each of the undersigned have duly executed, or caused its authorized signatory to execute, this Agreement
and Release as of April 4, 2019.


 


	ADHERA
    THERAPEUTICS, INC.	 	ACCEPTED
    AND AGREED:
	 	 	 	 	 
	By:	/s/ Uli
    Hacksell, Ph.D.	 	/s/ Robert
    C. Moscato, Jr.
	Name:	Uli
    Hacksell, Ph.D.	 	Robert
    C. Moscato, Jr.
	Title:	Chairman	 	 	 
	 	 	 	 	 
	Date:	April
    4, 2019	 	Date:	April
    4, 2019


 




    	 	 	 



    	 	 	 



    

 


Exhibit
II


 


Agreement
and Release between Adhera Therapeutics, Inc., a Delaware corporation (the “Company”) and the undersigned Counterparty
(the “Agreement”)


 


	 	1.	By
    executing below, the Company generally releases and discharges Robert C. Moscato, Jr., an individual resident in North Carolina
    (“Counterparty”, the Company and the Counterparty each a “Party”) from any and all claims,
    causes of action, damages and liabilities of any kind or nature whatsoever, both known and unknown, suspected or unsuspected,
    whether arising in law or equity, that the Company may have against the Counterparty arising from or in connection with his
    status as an officer, director or employee of the Company, from the beginning of time through the date hereof, other than
    such claims, damages or liabilities as are expressly stated in, or arise under, this Agreement (including, without limitation,
    those relating to the validity, breach or enforcement of this Agreement).
	 	 	 
	 	2.	Company
    shall indemnify, defend, and hold harmless Counterparty and his heirs, successors, and permitted assigns from and against
    any and all losses, claims, demands, damages, liabilities, expenses (including reasonable legal fees and costs), judgments,
    fines, penalties, interests, settlements, or other amounts arising from any and all threatened, pending or completed claims,
    demands, actions, suits or proceedings, whether civil, criminal, administrative, or investigative, and whether formal or informal
    and including appeals to which Counterparty may become subject to, or involved, or is threatened to be involved as a party
    or otherwise, arising out of, relating to, or in connection with the performance of Counterparty’s duties as an officer,
    director or employee of the Company, except in the case of Counterparty’s bad faith, willful misconduct, or gross negligence,
    in accordance with Section 145 of the Delaware General Corporation Law, the Certificate of Incorporation and By-Laws of the
    Company (as then in effect), and any applicable insurance policy maintained by the Company from time to time for its directors,
    officers, senior executives, and employees, in each case to the same extent as is accorded to any of such directors, officers,
    senior executives, and employees of the Company from time to time and to the fullest extent provided under the Delaware General
    Corporation Law or the Certificate of Incorporation or By-Laws of the Company.
	 	 	 
	 	3.	This
    Agreement shall be deemed to be made in the State of New York, and shall be governed by and construed in accordance with the
    laws thereof, without giving effect to principles of conflicts of laws. Each Party consents and submits to the jurisdiction
    of the federal and state courts located in the City, County and State of New York for the purposes of enforcing this Agreement.
	 	 	 
	 	4.	This
    Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and it cannot be
    changed, modified, amended or terminated except by a writing signed by or on behalf of the Party to be charged.


 




    	 	 	 



    	 	 	 



    

 


	 	5.	This
    Agreement may be signed and executed in counterparts, each of which shall be deemed an original, and together which shall
    constitute one and the same instrument. This Agreement may be signed by facsimile or .pdf signature of any of the Parties
    hereto and shall be binding on that Party.
	 	 	 
	 	6.	This
    Agreement is the product of the Parties and represents the joint draftsmanship of the Parties, so that no inference shall
    be had or made against either Party as to the draftsmanship of this Agreement. The Parties further agree that this Agreement
    shall not be construed as an admission of liability and that this Agreement has been negotiated and executed in order to settle
    disputed claims, so that the Parties may avoid the expense, uncertainties, and hazards of litigation. 
	 	 	 
	 	7.	The
    Company and the Counterparty each hereby represents and warrants to the other that, prior to executing this Agreement, such
    person had the opportunity to consult with its own independent legal counsel regarding this Agreement, including the payment
    obligations and release provisions contained herein.
	 	 	 
	 	8.	Each
    Party represents and warrants to the other that the individual executing this Agreement on such Party’s behalf is fully
    authorized to do so, is executing this Agreement willingly and knowingly, and further that such individual is fully authorized
    to bind the Party on whose behalf it is executing the Agreement to the terms and obligations contained herein.


 


REMAINDER
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IN
WITNESS WHEREOF, each of the undersigned have duly executed, or caused its authorized signatory to execute, this Agreement
and Release as of April 4, 2019.


 


	The
    Company:	 	Counterparty:
	 	 	 
	ADHERA
    THERAPEUTICS, INC.	 	ROBERT
    C. MOSCATO, JR.
	 	 	 
	By:	/s/ Uli
    Hacksell, Ph.D.	 	 	/s/ Robert C. Moscato, Jr.
	Name:	Uli
    Hacksell, Ph.D.	 	Name:	Robert
    C. Moscato, Jr.
	Title:	Chairman