Exhibit
10.3


 


Certain
identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats
as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”


 


MASTER
SERVICES AGREEMENT


 


This
Master Services Agreement (“Agreement”), effective as of the last signature date of this agreement (the “Effective
Date”), is by and between Pharmaceutical Manufacturing Research Services, Inc., having its principal place of business at 202 Precision
Road, Horsham, PA 19044 (“PMRS”) and Cingulate Therapeutics, LLC having its principal place of business at 1901 W. 47th Place,
Kansas City, KS 66205 (“CTx”).


 


RECITALS


 


CTx
and PMRS wish to establish the terms and conditions that will apply to the performance of certain services by PMRS.


 


AGREEMENT


 


In
consideration of the foregoing and of the mutual promises contained in this Agreement, the parties agree as follows:


 


ARTICLE
1: SCOPE OF THE AGREEMENT AND STATEMENT OF WORK


 


	1.1	During
                                            the Term (as defined below) of this Agreement, the terms and conditions herein contained
                                            shall govern the services to be provided by PMRS to CTx under any subsequent individual agreement
                                            mutually agreed upon by the parties in writing for specific services to be rendered, each
                                            such written agreement hereinafter referred to as a “Project Contract”. This
                                            Agreement allows the parties to contract multiple projects through the issuance of different
                                            Project Contracts (template attached hereto) without having to renegotiate the basic terms
                                            and conditions contained herein. Any modification of the terms and conditions in this Agreement
                                            within a Project Contract will apply only to that Project Contract in which the modification
                                            is set forth.



 


	1.2	The
                                            specific details of the services to be provided by PMRS to CTx under the Job Specific Quotes
                                            or Project Contracts, hereinafter collectively referred to as “Services”, including
                                            but not limited to, timelines and the amounts to be paid by CTx to PMRS for such Services,
                                            shall be negotiated in good faith and agreed upon in the Project Contracts entered into between
                                            the parties from time-to-time and on a product-to-product basis before commencement of any
                                            Services with respect to that particular product. For the avoidance of doubt, the term, “product”,
                                            as used throughout this Agreement means the product specified in the applicable Project Contract.
                                            PMRS shall conduct the Services, as CTx may specify in writing from time-to-time, in accordance
                                            with the terms of this Agreement, the applicable product specifications, the applicable Project
                                            Contract, current Good Manufacturing Practices (“cGMP”, as defined more fully
                                            below), the ICH guidelines and all applicable laws, rules, guidance, and regulations of the
                                            local country where the Services are conducted and with the standard of care customary for
                                            the pharmaceutical industry. PMRS shall conduct the Services in accordance with its policies
                                            and its standard operating procedures (“SOPs”) which it represents and warrants
                                            are not inconsistent with the terms of this Agreement. PMRS shall assign a sufficient number
                                            of qualified personnel to complete the Services in accordance with the terms of this Agreement
                                            and any applicable Project Contract.



 


	1.3	If
                                            agreed to by the parties in a Project Contract, PMRS shall undertake analytical technology
                                            and method transfer and process validation campaigns.



 


Confidential
– This document contains proprietary information and may not be disclosed without prior approval.


 


202
Precision Road • Horsham, PA 19044 • Phone (267) 960-3300


 




    	 



     


    

  


	1.4	PMRS
                                            shall provide written updates as identified in the project contract, if requested by CTx,
                                            participate in weekly teleconferences with CTx’ key project team members.



 


	1.5	If
                                            the parties agree to have PMRS undertake a process validation campaign, then PMRS has to
                                            generate a process validation protocol prior to commencing such validation services and must
                                            obtain CTx’ written approval of such protocol prior to any use thereof.



 


	1.6	PMRS
                                            must share any and all process validation reports with CTx within 30 days of completion and
                                            PMRS must provide CTx with copies of all executed batch records, TSE/ BSE statements, certificates
                                            of analysis and certificates for materials manufacture.



 


	1.7	PMRS
                                            will respond in a timely manner to all CTx requests for data or information relating to,
                                            or arising out of CTx regulatory submissions.



 


	1.8	Unless
                                            otherwise agreed by the parties in a Project Contract, CTx shall supply sufficient quantities
                                            of the raw material to manufacture the product.



 


	1.9	CTx
                                            has to agree in writing to the specifications for the product before manufacturing is initiated
                                            by PMRS and CTx must provide all validated analytical methods to support process validation
                                            and all material technical information, in each case, that it has in its possession that
                                            directly relates to the manufacturing of its product.



 


	1.10	CTx
                                            shall provide all material data in its possession that directly relates to the manufacture
                                            of its product to PMRS and CTx shall provide all technical assistance that is mutually agreed
                                            upon by the parties.



 


	1.11	PMRS
                                            shall perform all formal release testing for the batches of product manufactured by PMRS
                                            for CTx.



 


ARTICLE
2: COVENANTS, REPRESENTATIONS AND WARRANTIES


 


	2.1	PMRS
                                            will neither appoint any sub agency or subcontractor nor assign any rights or liabilities
                                            of this Agreement to any third party without the prior written consent of CTx. PMRS shall
                                            ensure that each of its Affiliates and third party sub agencies and subcontractors comply
                                            with all obligations imposed on PMRS under this Agreement. Any breach of any such obligations
                                            by any such Affiliate, sub agency or subcontractor shall be deemed a breach by PMRS of its
                                            obligations under this Agreement, and PMRS shall be responsible and liable for any breach
                                            of any such obligations by any such Affiliate, sub agency or subcontractor.



 


	2.2	All
                                            the employees/officers working under this Agreement for PMRS shall be the employees/officers
                                            of PMRS and CTx shall have no liability towards or other obligations to them.



 


	2.3	PMRS
                                            shall be responsible for all acts and omissions on the part of its employees and officers.
                                            Any compensation to be paid to any person for any damage caused by any such acts and/or omissions
                                            on the part of any of PMRS’s employees and officers shall be borne by PMRS.



 


	2.4	PMRS
                                            shall be responsible for all of its employees’ benefits, including but not limited
                                            to, injury, accident, compensation payments and benefits.



 




    	 



     


    



 





	2.5	Each
                                            party represents and warrants that (i) it has the full right and authority to enter into
                                            this Agreement and that it is not aware of any impediment that would inhibit its ability
                                            to perform its obligations under this Agreement; and (ii) it is a corporation duly organized,
                                            validly existing and in good standing under the laws of its incorporating jurisdiction, and
                                            it has all requisite power and authority to enter into this Agreement.


 


	2.6	PMRS
                                            represents and warrants to CTx that the product supplied under this Agreement shall (i) be
                                            manufactured in compliance with cGMP; (ii) meet all of the specifications for the product
                                            as mutually agreed upon by the parties in writing, including, without limitation, any specifications
                                            related to packaging and shipping when delivered as defined in the project contract; (iii)
                                            be delivered free of all liens and encumbrances; and (iv) not be adulterated or misbranded
                                            within the meaning of the US Federal Food, Drug and Cosmetic Act.



 


	2.7	PMRS
                                            further represents and warrants to CTx that PMRS (i) has and shall maintain at all relevant
                                            times the appropriate registrations, licenses and any other governmental authorizations required
                                            to enable it to lawfully and properly perform the Services under this Agreement; (ii) shall
                                            perform all of its obligations under this Agreement in a professional and workmanlike manner
                                            and in accordance with generally accepted standards of the pharmaceutical manufacturing industry,
                                            this Agreement, the applicable Project Contract, any quality agreement entered into by and
                                            between the parties, and Company’s SOPs to the extent not inconsistent with this Agreement,
                                            the applicable Project Contract or such quality agreement, cGMPs and other applicable laws
                                            and regulations and CTx’ specifications.



 


	2.8	Each
                                            party also represents and warrants that (i) none of the Services or any part of this Agreement
                                            is or will be inconsistent with any obligation such party may have to others and (ii) none
                                            of its officers, directors, employees or Affiliates, sub agencies or subcontractors performing
                                            Services hereunder are listed by any U.S. federal agency as being suspended, debarred, excluded
                                            or otherwise ineligible to participate in federal procurement or non-procurement programs,
                                            and PMRS is not aware of any reason for why any of its officers, directors, employees, Affiliates,
                                            sub agencies or subcontractors performing Services hereunder might be listed by any U.S.
                                            federal agency as being suspended, debarred, excluded or otherwise ineligible to participate
                                            in federal procurement or non-procurement programs. PMRS will immediately inform CTx if any
                                            of its officers, directors, employees, Affiliates, sub agencies or subcontractors performing
                                            Services hereunder becomes listed by any U.S. Federal agency as being suspended, debarred,
                                            excluded or otherwise ineligible to participate in federal procurement or non-procurement
                                            programs or PMRS becomes aware of a reason for why one of its officers, directors, employees,
                                            Affiliates, sub agencies or subcontractors performing Services under this Agreement might
                                            be listed by any U.S. federal agency as being suspended, debarred, excluded or otherwise
                                            ineligible to participate in federal procurement or non-procurement programs.



 


	2.9	For
                                            the purposes of this Agreement, “cGMP” means current practices with respect to
                                            the manufacturing, testing, packaging, storage and/or shipment of product required by (as
                                            amended from time to time) the provisions of the US. Code of Federal Regulations, Title 21,
                                            Parts 210 and 211 and all applicable rules, regulations, orders and guidance published thereunder.



 


ARTICLE
3: TERM AND TERMINATION


 


	3.1	The
                                            term of this Agreement shall commence on the date of execution and shall be valid for a period
                                            of five (5) years from the Effective Date, subject to earlier termination in accordance with
                                            Section 3.2 herein (the “Term”). The Term shall automatically be extended to
                                            conform to the term of any project contract, and may be extended or amended by express mutual
                                            consent of the parties conveyed in writing.



 




    	 



     


    

 


	3.2	Without
                                            prejudicing any other rights or remedies available at law or in equity, either party shall
                                            be entitled to terminate this Agreement (and any and all outstanding Project Contracts) by
                                            providing written notice to the other party upon the occurrence of any of the following events:



 


		i.	If
                                            the other party commits a breach of any of the terms or conditions of this Agreement and
                                            fails to remedy such breach within thirty (30) days from the date of receipt of the written
                                            notice calling upon it to do so;



 


		ii.	If
                                            the other party goes into liquidation, voluntary or otherwise;



 


		iii.	If
                                            the other party makes any assignment for the benefit
                                            of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take
                                            charge of any or all of the other party’s property, or the other party seeks protection
                                            under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable
                                            proceeding or such a proceeding is instituted against
                                            the other party and is not dismissed within ninety (90) days.



 


	3.3	Notwithstanding
                                            anything contained in this Agreement and without prejudice to the rights and remedies available,
                                            CTx shall be entitled to terminate this Agreement (and any and all outstanding Project Contracts),
                                            at any time, for any or no reason, upon at least one hundred and eighty (180) days prior
                                            written notice to PMRS. In addition, notwithstanding anything contained in this Agreement,
                                            CTx may terminate at any time, for any or no reason, upon at least thirty (30) days prior
                                            written notice one or more outstanding Project Contracts.



 


	3.4	The
                                            termination of this Agreement shall be without prejudice to any claim or right of action
                                            previously accrued or acquired by any of the parties. Each party understands that the rights
                                            of termination hereunder are absolute and that it has no right to a continued relationship
                                            with the other after termination, except as expressly stated in this Agreement. Neither party
                                            shall incur any liability whatsoever for any damage, loss or expense of any kind suffered
                                            or incurred by the other (or for any compensation to the other) arising from or incident
                                            to any termination of this Agreement for any reason which complies with the terms of this
                                            Agreement whether or not such party is aware of any such damage, loss or expense.



 


	3.5	In
                                            the event of termination by CTx of this Agreement for any reason not attributable to any
                                            fault on the part of PMRS, CTx shall pay for all the costs incurred in accordance with this
                                            Agreement up to the date of termination, including the cost of un-cancellable orders and
                                            expenses committed by PMRS in accordance with this Agreement and any and all amounts due
                                            for the Services completed in accordance with this Agreement prior to the termination.



 


	3.6	Following
                                            any termination or expiration of this Agreement, PMRS will promptly provide or return to
                                            CTx any and all work product, including final product, data, records, reports, and works-in-progress
                                            collected, made, developed or generated under this Agreement and any and all CTx IP (as defined
                                            below) except for 1 copy for their files. In addition, PMRS will promptly provide or return
                                            to CTx all raw materials and supplies purchased by CTx or provided by or on behalf of CTx,
                                            and if requested by CTx, any other Proprietary Information (as defined below) of CTx.



 




    	 



     


    

 


	3.7	Any
                                            and all remedies for breach of this Agreement and Articles 2, 4, 7-11, and 13-18 and Sections
                                            3.4-3.7, and 6.6 will survive any termination or expiration of this Agreement.



 


ARTICLE
4: CONFIDENTIALITY


 


	4.1	During
                                            the performance of a Project Contract and otherwise during the Term of this Agreement, PMRS
                                            may receive from CTx any non-public, confidential or trade secret information, that relates
                                            to the actual or anticipated business and/or products, research or development of CTx or
                                            its Affiliates, or to CTx’s or its Affiliates’ technical and non-technical data,
                                            trade secrets, or know-how, including, without limitation, information concerning CTx’s
                                            or its Affiliates’ present and future business, marketing plans, regulatory submissions,
                                            product lines, product plans, data, including, without limitation, clinical research results,
                                            toxicity and hazard data, assay standards, methods and related information, testing and research
                                            techniques, inventions, materials, processes, practices, research, customer lists and customers,
                                            developments, ideas, processes, formulas, technology, finances, manufacturing processes and
                                            techniques, formulae, chemical synthesis routes, process schematics, operational details,
                                            historical production data, patent applications, technical specifications, and other business
                                            information, disclosed by CTx or its Affiliates, either directly or indirectly, in writing,
                                            orally or by drawings or inspection of premises, parts, equipment, or other property of CTx
                                            or its Affiliates (collectively, “Confidential Information”). In addition, all
                                            of the CTx Inventions (as defined below) resulting from the performance of the Services shall
                                            be deemed Confidential Information of CTx under this Agreement. PMRS agrees to hold in confidence
                                            all Confidential Information and, except as permitted under this Agreement, not to make use
                                            of any Confidential Information or to disclose or make any Confidential Information available
                                            to any third parties without CTx’s written permission. PMRS has had or will have all
                                            of its directors, officers and employees who have access to Confidential Information, and
                                            any other third party authorized by CTx to receive Confidential Information from PMRS, such
                                            as its consultants, agents and subcontractors, sign an agreement with the PMRS which contains
                                            confidentiality provisions substantially similar to those contained in this Article 4 prior
                                            to having access to Confidential Information or undertaking the Services. PMRS shall promptly
                                            notify CTx of any impermissible or suspected use or disclosure of any Confidential Information.
                                            Confidential Information of either party shall only be deemed “Confidential Information”
                                            if (1) it is marked “Confidential”, in the event such confidential information
                                            is in a written, electronic or other form which permits markings as such, or (2) it is confirmed
                                            as confidential information by the disclosing party in writing within a 60 day period after
                                            the initial disclosure; provided that the foregoing prerequisite shall not apply to CTx Inventions
                                            or any information which would, based on the nature of the information disclosed or the manner
                                            of its disclosure, be understood by a reasonable person to be the confidential or proprietary
                                            information of the disclosing party. All the terms of this clause apply to any non-public,
                                            confidential or trade secret information that CTx may receive from PMRS, that relates to
                                            the actual or anticipated business and/or products.



 


	4.2	Notwithstanding
                                            the foregoing, PMRS shall not have liability to CTx for any Confidential Information that
                                            PMRS can prove: (i) was in the public domain at the time it was disclosed by CTx to PMRS
                                            or has entered the public domain through no fault of PMRS or its personnel; (ii) was known
                                            to PMRS, without restriction, at the time of disclosure by CTx to PMRS, as demonstrated by
                                            files in existence at the time of disclosure; (iii) is disclosed with the prior written approval
                                            of CTx; (iv) was independently developed by PMRS without any use of the Confidential Information
                                            of CTx; or (v) becomes known to PMRS, without restriction, from a source other than CTx without
                                            breach of this Agreement by PMRS and otherwise not in violation of the disclosing party’s
                                            rights.



 




    	 



     


    

 


	4.3	PMRS
                                            acknowledges that, in performing the Services, it may access and collect information from
                                            patients concerning their health, health care treatment and payment (including insurance
                                            information) (collectively, “Patient Information”) and that some of this Patient
                                            Information may contain Protected Health Information, as that term is defined under the Health
                                            Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder.
                                            PMRS agrees to hold such Patient Information in strict confidence and to take all necessary
                                            steps to comply with the restrictions in any subject authorization regarding the use, disclosure
                                            and confidentiality of Patient Information as required under law. PMRS shall not provide
                                            Patient Information to CTx, or any third party, except as may be required by, or otherwise
                                            allowed under, the law. PMRS shall not use Patient Information for any other purpose than
                                            to perform its obligations under this Agreement. Company will have binding agreements with
                                            all contractors and other third-parties that access Patient Information on its behalf obligating
                                            such third parties (i) to maintain the confidentiality of all Patient Information to which
                                            it may have access; and (ii) to use Patient Information solely as permitted by the subject’s
                                            authorization and informed consent.



 


	4.4	PMRS’s
                                            affirmative obligations under this Article 4 will survive for a period commencing on the
                                            Effective Date and terminating ten (10) years from the date of expiration or termination
                                            of this Agreement.



 


ARTICLE
5: MILESTONE PAYMENTS


 


	5.1	CTx
                                            will pay PMRS for the Services performed in accordance with this Agreement and the Project
                                            Contracts as agreed upon by the parties in writing in the applicable Project Contracts. PMRS
                                            may issue invoices for such amounts in accordance with the applicable payment schedule set
                                            out in the applicable Project Contract.



 


	5.2	Each
                                            undisputed PMRS invoice will be due and payable within 30 days after its receipt by CTx.



 


	5.3	If
                                            any portion of an invoice is disputed, CTx will notify PMRS of such dispute within such 30
                                            day period, and CTx will act in good faith in cooperating with PMRS to reconcile the disputed
                                            amount as soon as practicable.



 


ARTICLE
6: AUDIT, REGULATORY COMMUNICATIONS AND RECORD KEEPING


 


	6.1	PMRS
                                            shall immediately, but in any event within two (2) business days following its receipt thereof,
                                            notify CTx and/or provide CTx with copies of any inquiries, correspondence or communications
                                            to or from any governmental or regulatory authority relating to the Services performed under
                                            this Agreement.



 


	6.2	CTx
                                            shall have the opportunity to review and comment on any responses that may be required in
                                            connection with any such inquiries, correspondence or communications, and PMRS will consider
                                            any and all such responses and comments reasonably and in good faith. CTx also has the right
                                            to be present during an inspection of PMRS by any governmental or regulatory authority that
                                            relates to CTx’ product.



 


	6.3	PMRS
                                            shall promptly notify CTx in writing of any investigations that adversely affect the safety,
                                            efficacy and quality of the product manufactured pursuant to this Agreement in a manner which
                                            might result in the recall or seizure of the product. PMRS shall promptly notify CTx in writing
                                            of any and all questions or complaints it receives from CTx’ customers.



 




    	 



     


    

 


	6.4	CTx shall have the right
  to audit the manufacturing facility usedby PMRS to perform the Services under this Agreement (the “Manufacturing Facility”)for
  a maximum of two (2) business days per audit, upon reasonable prior notice and during normal business hours, to conduct reasonable
  in-depth quality assurance audits including, butnot limited to, quality, safety and environmental audits, of the Manufacturing
  Facility.






 


	6.5	With
                                            the exception of “for-cause” audits, CTx is limited to conducting one quality
                                            assurance audit per year. If, however, PMRS is found to be in breach of this Agreement during
                                            an audit, then CTx may conduct a second quality assurance audit of the Manufacturing Facility
                                            at no additional cost during the same calendar year. Observations and conclusions of CTx’s
                                            audits will be issued to PMRS. PMRS shall provide a written response that, among other things,
                                            addresses any and all issues described in such observations and conclusions, within thirty
                                            (30) days of receipt of such observations and conclusions. The parties will discuss such
                                            response and promptly agree on corrective action to be implemented.



 


	6.6	PMRS
                                            shall keep records of the manufacture, testing, storage, packaging and shipping of CTx’
                                            product and retain samples of such products as are necessary to comply with manufacturing
                                            regulatory requirements applicable to PMRS and/or CTx, as well as to assist with resolving
                                            product complaints and other similar investigations. Copies of such records and samples shall
                                            be retained for a period of one (1) year following the date of product expiry, or longer
                                            if required by law, at which time CTx will be contacted in writing concerning the delivery
                                            or destruction of such documents and/or products. Such documents and/or products shall not
                                            be destroyed without the prior written consent of CTx.



 


	6.7	Notwithstanding
                                            anything to the contrary in this Agreement, PMRS will respond promptly to any and all reasonable
                                            requests from CTx for additional information and/or materials. In addition, PMRS shall cooperate
                                            as reasonably required to allow CTx to determine the cause of and resolve any customer questions
                                            and/or complaints. This assistance will include follow-up investigations. Where applicable
                                            investigational work and additional testing outside the scope of the original job quote will
                                            get handled via a separate change order.



 


ARTICLE
7: INDEMNITY


 


	7.1	PMRS
                                            shall indemnify, defend and hold harmless CTx, its Affiliates and its and their respective
                                            officers, directors, employees and agents (collectively, “CTx Indemnitees”) from
                                            any and all third-party actions, causes of action, costs (including reasonable legal fees),
                                            liabilities, losses, damages and claims (collectively, “Losses”) to the extent
                                            relating to or arising out of (i) any breach by PMRS of any of its obligations or warranties
                                            under this Agreement or (ii) any negligence, gross negligence or willful misconduct by PMRS,
                                            its Affiliates or its or their respective officers, directors, employees and agents (collectively,
                                            “PMRS Indemnitees”) in the performance of PMRS’s obligations under this
                                            Agreement.



 


	7.2	CTx
                                            shall indemnify, defend and hold harmless the PMRS Indemnitees from any and all Losses to
                                            the extent relating to or arising out of (i) any breach by CTx of any of its obligations
                                            or warranties under this Agreement or (ii) any negligence, gross negligence or willful misconduct
                                            by CTx in the performance of its obligations under this Agreement or (iii) a claim that the
                                            manufacture of the product by PMRS in accordance with this Agreement infringes a patent registered
                                            in the United States for the product, or any other jurisdiction, or (iv) the manufacture,
                                            use, marketing, sale or distribution by CTx (or any other affiliate, assignee, contractor,
                                            or licensee thereof) of the product, unless, in each case, such claim is subject to PMRS’s
                                            indemnification obligations pursuant to Article 7.1 or is based on any PMRS Intellectual
                                            Property (as defined below).



 




    	 



     


    

 


	7.3	The
                                            indemnifying party’s obligations hereunder are conditioned on (i) the party seeking
                                            indemnification providing prompt written notice thereof and reasonable cooperation, information,
                                            and assistance in connection therewith and (ii) the indemnifying party having sole control
                                            and authority to defend, settle or compromise such claim. The indemnifying party shall not
                                            be responsible for any settlement it does not approve in writing.



 


ARTICLE
8: LIMITATION OF LIABILITY


 


	8.1	Except
                                            in connection with any breaches of confidentiality, amounts owed to third parties in connection
                                            with a party’s indemnification obligation under this Agreement and a party’s
                                            gross negligence or willful misconduct, under no circumstances whatsoever will either party
                                            be liable to the other Party, or to any third party claiming under or through such party,
                                            in contract, tort, negligence, breach of statutory duty or otherwise for (i) any loss of
                                            profits, of anticipated savings, of business or goodwill or (ii) any other liability, damage,
                                            cost or expense of any kind incurred by the other party of an indirect or consequential nature,
                                            regardless of any notice of the possibility of the damages.



 


ARTICLE
9: INTELLECTUAL PROPERTY OWNERSHIP


 


	9.1	CTx
                                            shall retain all rights, title and interests (including without limitation, any and all Intellectual
                                            Property (as defined below) rights worldwide) and Trade Secrets (as defined below) in and
                                            to any and all analytical methods, certified reference standards, impurity markers, manufacturing
                                            storage, packaging processes and procedures, specifications, batch records and control documents,
                                            raw materials and other materials, data and information provided by or on behalf of CTx to
                                            PMRS in connection with this Agreement, including, without limitation, and all improvements
                                            and other modifications thereto (collectively, the “CTx IP”). PMRS may only use
                                            CTx IP as needed to perform Services under this Agreement. All CTx IP is deemed to be the
                                            Proprietary Information of CTx.



 





	 	PMRS is, and at all times
  remains, the sole and exclusive owner of PMRS Intellectual Property. Except as otherwise provided in Article 9.2 of this Agreement,
  no right, license or ownership interest under, in or to PMRS Intellectual Property is granted to CTx. The term PMRS Intellectual Property
  shall mean any and all intellectual property, including but not limited to patents, patent applications, trade secrets, know-how, or
  other proprietary techniques, inventions, process improvements, protocols or methods, including but not limited to the manufacture
  of pharmaceuticals, owned, developed, and/or controlled by PMRS during the term of this Agreement, but excludes CTx Inventions (as
  defined below).









 


	9.2	All
                                            Inventions (defined herein below), including any and all Intellectual Property (as defined
                                            herein below) rights and Trade Secrets (as defined below) therein conceived, generated, developed,
                                            derived, collected or reduced to practice by PMRS in the course of performing services under
                                            this Agreement, to the extent it is specifically related to the development, manufacture,
                                            testing, storage packaging, use and/or sale of any CTx product and/or contains CTx’s
                                            Confidential Information (as defined above) (collectively, “CTx Inventions”),
                                            shall be the exclusive property of CTx. PMRS shall give CTx written notice, as promptly as
                                            practicable, of all such Inventions, and all such Inventions are deemed to be the Proprietary
                                            Information of CTx.



 




    	 



     


    

 


	9.3	PMRS
                                            hereby makes, and agrees to make, any and all assignments necessary to effect, exclusively
                                            and throughout the world, the ownership by CTx of Inventions under this Article 9.



 


	9.4	PMRS
                                            shall, and shall cause its employees and contractors to, fully cooperate with, and sign any
                                            documents reasonably requested by CTx, to evidence, confirm, record and perfect such assignments
                                            and to obtain, maintain, enforce and/or defend any rights assigned.



 


	9.5	“Inventions”
                                            means any idea, concept, innovation, invention, improvement, development, discovery, technology,
                                            computer program, device, trade secret, work of authorship, reports, records, certificates,
                                            statements, data, formula, compound method, know-how, process, method, technique, protocol
                                            or the like, whether or not written or otherwise fixed in any form or medium, regardless
                                            of the media on which it is contained and whether or not patentable or copyrightable.



 


	9.6	“Intellectual
                                            Property” includes, without limitation, rights in patents, patent applications, formulae,
                                            trademarks, trademark applications, trade names, trade dress, trade secrets, Inventions,
                                            discoveries, improvements, modifications, work product, works-in-progress, data, records,
                                            reports, analytical methods, other methods and procedures, copyright, industrial designs,
                                            know-how and all other intellectual and industrial property rights of any sort throughout
                                            the world now known or hereafter recognized.



 


	9.7	“Trade
                                            Secrets” means a formula, practice, process, design, instrument, pattern, commercial
                                            method, or compilation of information not generally known or reasonably ascertainable by
                                            others by which CTx can obtain an economic advantage over competitors or customer.



 


	9.7	PMRS
                                            shall not use any CTx IP, CTx Trade Secrets or any CTx Inventions except to provide services
                                            or goods to CTx.



 


ARTICLE
10: FORCE MAJEURE


 


	10.1	A
                                            party shall be excused from performing its obligations under this Agreement to the extent
                                            its performance is delayed or prevented by any cause beyond such party’s reasonable
                                            control, including, but not limited to, acts of God, fire, explosion, disease, extreme weather,
                                            war, insurrection, civil strike, riots, terrorism, government action not resulting from the
                                            actions or emissions of PMRS, interruption of or delay in transportation, or power interruption
                                            from a supplier (a “Force Majeure Event”) provided the affected party gives the
                                            other party prompt written notice of the occurrence of any Force Majeure Event and the nature
                                            and the extent to which the affected party will be unable to perform its obligations under
                                            this Agreement.



 


	10.2	The
                                            affected party agrees to use commercially reasonable efforts to correct the Force Majeure
                                            Event as quickly as possible, to perform its obligations under this Agreement to the extent
                                            feasible given the Force Majeure Event, and to give the other party prompt written notice
                                            when it is again fully able to perform its obligations. Performance shall be excused only
                                            to the extent of and during the reasonable continuance of such Force Majeure Event, provided
                                            that non-affected party may terminate this Agreement upon written notice to the affected
                                            party if such Force Majeure Event continues for a period of forty-five (45) days or more.



 


ARTICLE
11: ENTIRE AGREEMENT


 


	11.1	This
                                            Agreement represents the entire understanding of the parties with respect to the subject
                                            matter of this Agreement. This Agreement supersedes all prior agreements and understandings,
                                            discussions and writings, whether written or oral, and constitutes the entire agreement between
                                            the parties with respect to the subject matter hereof. Any modifications, amendment, supplement
                                            or waiver to this Agreement must be in writing and signed by authorized representatives of
                                            both parties.



 




    	 



     


    



 


	11.2	The
                                            parties have participated jointly in the negotiation and drafting of this Agreement. In the
                                            event that an ambiguity or question of intent or interpretation arises, this Agreement shall
                                            be construed as if drafted jointly by the parties and no presumption or burden of proof shall
                                            arise favoring or disfavoring any party by virtue of the authorship of any of the provisions
                                            of this Agreement. Except where the context otherwise requires, where used, the singular
                                            shall include the plural, the plural the singular, the use of any gender shall be applicable
                                            to all genders and the word “or” is used in the inclusive sense.



 





	11.3	The headings of this Agreement are only for the convenience
  of reference.



 


ARTICLE
12: ASSIGNMENT


 


	12.1	This
                                            Agreement shall not be assigned by either party without the prior written consent of the
                                            other, to any third party, which consent shall not be unreasonably withheld, conditioned
                                            or delayed, provided either party may, without written consent of the other party but with
                                            written notice to the other party, assign, in whole or in part, its rights and obligations
                                            under this Agreement, to an Affiliate or to an unrelated third party in connection with a
                                            merger, consolidation or sale of all or substantially all of the business of such party to
                                            which this Agreement relates. Any attempted transfer in violation hereof will be void and
                                            of no effect. This Agreement will be binding upon, and inure to the benefit of, the successors
                                            and permitted assigns of the parties. For purposes of this Agreement, “Affiliate”
                                            means an entity controlling, controlled by or under common control with another entity, only
                                            for so long as such control continues to exist, where control is defined as ownership, directly
                                            or indirectly, of more than 50% of the voting rights in the entity.



 


ARTICLE
13: NO PARTNERSHIP OR AGENCY


 


	13.1	It
                                            is understood that this Agreement does not constitute PMRS as the agent or legal representative
                                            of CTx for any purpose whatsoever, and accordingly, PMRS is not authorized to assume or create
                                            any obligation or responsibility, express or implied, on behalf of or in the name of CTx.



 




    	 



     


    

 


ARTICLE
14: SEVERABILITY


 


	14.1	The
                                            invalidity or unenforceability of any term or provision of this Agreement shall not affect
                                            the validity or enforceability of any other term or provision of this Agreement. In the event
                                            that any of the provisions of this Agreement shall be held by a court or other tribunal of
                                            competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be
                                            limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise
                                            remain in full force and effect.



 


ARTICLE
15: NOTICE


 


		15.1	All
                                            notices given under this Agreement shall be in writing, in English, and shall be delivered
                                            either personally or sent by mail to the parties at the addresses set forth below or to such
                                            other addresses as the parties may designate in writing and by mail in accordance with this
                                            Section.



 


	For
    Company:	 	For
    CLIENT:
	

     

    Name:
    Edwin R. Thompson

    Title:
    President

    Address:
    202 Precision Road,

    Horsham,
    PA 19044

    Telephone:
    267 960 3300

    E-mail:
    [**]
	 	

     

    Name:
    Craig S. Gilgallon, Esquire

    Title:
    General Counsel

    Address:
    6 South Street, Suite 201

    Morristown,
    New Jersey 07960

    Telephone:
    [**]

    E-mail:
    [**]

    



 


ARTICLE
16: WAIVER


 


	16.1	No
                                            waiver of any term, provision, or condition of this Agreement will be binding upon a party
                                            unless made in writing and signed by a duly authorized representative of both parties and
                                            no failure or delay in enforcing any right will be deemed a waiver.



 


ARTICLE
17: DISPUTE RESOLUTION AND GOVERNING LAW


 


	17.1	In
                                            the event of a dispute between the parties arising out of or relating to this Agreement,
                                            representatives of the parties responsible for the day-to-day operations under this Agreement
                                            (the “Operations Representatives”) will meet and work in good faith to attempt
                                            to resolve such dispute prior to initiating any action hereunder for a period of thirty (30)
                                            days from the date of written notice of such dispute from either party. If the Operations
                                            Representatives fail to reach a resolution mutually satisfactory to both parties within such
                                            time period, the dispute will be referred to members of the senior management of both parties,
                                            who will meet and work in good faith to attempt to resolve such dispute for a period of thirty
                                            (30) days after completion of the Operations Representatives’ discussions.



 




    	 



     


    

 





	17.2	In
                                            the event that any such dispute cannot be resolved thereby within the aforementioned thirty
                                            (30) day period (the last day of such thirty (30) day period being herein referred to as
                                            the “Arbitration Date”), such dispute shall be finally settled by arbitration
                                            in Philadelphia, Pennsylvania, using the English language in accordance with the Arbitration
                                            Rules and Procedures of the American Arbitration Association then in effect, by one or more
                                            commercial arbitrator(s) with substantial experience in resolving complex commercial contract
                                            disputes, who may or may not be selected from the appropriate list of AAA arbitrators. If
                                            the parties cannot agree upon the number and identity of the arbitrators within fifteen (15)
                                            days following the Arbitration Date, then a single arbitrator shall be selected on an expedited
                                            basis in accordance with the Arbitration Rules and Procedures of AAA, provided that any arbitrator
                                            so selected shall have substantial experience in the pharmaceutical industry. The arbitrator(s)
                                            shall have the authority to grant specific performance and to allocate between the parties
                                            the costs of arbitration (including service fees, arbitrator fees and all other fees related
                                            to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing
                                            party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses
                                            (including reasonable attorneys’ fees, expert witness fees and all other expenses)
                                            incurred in connection therewith. Judgment upon the award so rendered may be entered in a
                                            court having jurisdiction or application may be made to such court for judicial acceptance
                                            of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing,
                                            each party shall have the right to institute an action in a court of proper jurisdiction
                                            for preliminary injunctive relief pending a final decision by the arbitrator(s), provided
                                            that a permanent injunction and damages shall only be awarded by the arbitrator(s). In any
                                            action or proceeding to enforce rights under this Agreement, the prevailing party shall be
                                            entitled to recover costs and attorneys’ fees. For the avoidance of doubt, the validity,
                                            construction, and enforceability of this Agreement and the resolution of disputes arising
                                            out of and relating to this Agreement and any related agreements, collectively or separately,
                                            shall be governed solely by this Section 17.2.


 


	17.3	This
                                            Agreement shall be governed by the laws of the State of Pennsylvania without regard to the
                                            conflicts of law provisions thereof. The United Nations Convention on Contracts for the International
                                            Sale of Goods shall not apply to this Agreement.



 


ARTICLE
18: INSURANCE


 


	18.1	Each
                                            party shall maintain commercial general liability insurance, including blanket contractual
                                            liability insurance covering the obligations of that party under this Agreement through the
                                            term of this Agreement and for a period of three (3) years thereafter, which insurance shall
                                            afford limits of not less than (i) $[***] for each occurrence for personal injury or property
                                            damage liability; and (ii) $[***] of umbrella liability coverage with respect to product
                                            and completed operations liability. If requested each party will provide the other with a
                                            certificate of insurance evidencing the above and showing the name of the issuing insurer,
                                            the policy number, the effective date, the expiration date and the limits of liability. PMRS
                                            shall name Cingulate and Cingulate shall name PMRS as additional insured with waiver of surogation.
                                            The insurance certificate shall further provide for a minimum of 30 days’ written notice
                                            to the insured of a cancellation of, or material change in, the insurance, except 10 days
                                            written notice in the event of non-payment of the premium. If a party is unable to maintain
                                            the insurance policies required under this Agreement through no fault on the part of such
                                            party, then such party shall forthwith promptly notify the other party in writing and the
                                            parties shall in good faith negotiate appropriate amendments to the insurance provision of
                                            this Agreement in order to provide adequate assurances, provided that in no event shall such
                                            party terminate its insurance policies until such amendments to the insurance provision of
                                            this Agreement that are mutually agreed upon by the parties in writing are enacted.



 


ARTICLE
19: COUNTERPARTS


 


	19.1	This
                                            Agreement may be executed in one or more counterparts, each of which is an original, but
                                            taken together constituting one and the same instrument.



 


	19.2	Execution
                                            of a facsimile or a scanned copy shall have the same force and effect as execution of an
                                            original and a facsimile or scanned signature shall be deemed an original and valid signature.



 




    	 



     


    

 


IN
WITNESS WHEREOF, the duly authorized representatives of the parties hereto have executed and signed this Agreement as on the Effective
Date.





 



	For and on behalf
    of:	 	For and on behalf
    of 
	PMRS	 	Cingulate Therapeutics,
    LLC 
	 	 	 	 	 
	Signature:	/s/
    Ed Thompson	 	Signature:	/s/
    Shane J. Schaffer
	Name:	Ed Thompson	 	Name:	Shane J. Schaffer 
	Title:	President	 	Title:	CEO
	Date:	August 20, 2018	 	Date:	August 13, 2018