Exhibit 10.1


 





EMPLOYMENT AGREEMENT


 


This EMPLOYMENT
AGREEMENT (the “Agreement”), dated as of September 28, 2015 (the “Effective Date”), is
made by and between Neurotrope, Inc., a Nevada corporation and its operating subsidiary, Neurotrope BioScience. Inc., a Delaware
corporation (collectively, the “Company”), and Charles S. Ramat (“Executive”). In consideration
of the mutual covenants and agreements set forth herein, the parties agree as follows:


 


1.                 
Employment and Duties. Subject to the terms and conditions of this Agreement, the Company agrees to employ
Executive to serve as President and Chief Executive Officer of each of Neurotrope, Inc. and Neurotrope BioScience, Inc. on a full-time
basis; provided, however that Executive shall be permitted to have sufficient time to handle other personal and business affairs
which do not interfere with his responsibilities to the Company. Executive accepts such employment and agrees to undertake and
discharge the duties and responsibilities customary to such position as may be reasonably prescribed from time to time by the Board
of Directors (the “Board”) of the Company. Throughout the Employment Term (as defined below), Executive shall
report to the Board. Executive’s office shall be located at the Company’s offices in Newark, New Jersey or in the New
York metropolitan area if the current offices are moved.


 


2.                 
Term. The term of Executive’s employment pursuant to this Agreement commences on the Effective Date
and, unless terminated as set forth in Section 8, shall continue for a period of one (1) year ending on the first anniversary
of the Effective Date (the “Initial Term”). Following the Initial Term, this Agreement shall be extended automatically
for successive one (1) year periods (each, an “Extension Term”), unless either party gives written notice to
the other party at least sixty (60) days prior to the end of the Initial Term or the then-current Extension Term, as applicable,
of its intention not to extend the term of the Agreement (termination pursuant to the delivery of such notice by either party,
“Non-Renewal”, and the Initial Term and any Extension Term(s), collectively, the “Employment Term”).
Notwithstanding the foregoing, Executive shall at all times be considered an “at will” employee (subject to the obligations
set forth in this Agreement). During the Employment Term, so long as the Executive is willing to stand for re-election, the Company
shall nominate him for re-election as a Director at the annual meeting (and any other meeting) of stockholders for the election
of Directors and use its best efforts to secure his re-election.


 


3.                 
Salary. During each year of the Employment Term, Neurotrope shall pay Executive an annual base salary, before
deducting all applicable withholdings required by law, of Four Hundred Fifty Thousand Dollars ($450,000) per year (the “Base
Salary”), all salaries payable at the time and in the manner dictated by the Company’s standard payroll policies.


 


4.                 
Other Compensation and Fringe Benefits. In addition to any executive bonus, retirement, deferred compensation
and long-term incentive plans which the Company may from time to time make available to Executive, Executive shall be entitled
to the following during the Employment Term:


 


a.                  
all benefits generally available to the Company’s and/or Neurotrope’s officers in accordance with the
terms of those benefit plans or comparable reimbursement in accordance with the Company’s policies;


 






     


     


    

 


 


b.                 
all retirement, life, disability, medical and dental plan benefits generally available to the Company’s and/or
Neurotrope’s officers in accordance with the terms of those plans or comparable reimbursement in accordance with the Company’s
policies;


 


c.                  
immediately upon commencement of the Employment Term, Executive shall, subject to applicable law, become a named
insured under the Company’s Directors and Officers (“D&O”) insurance and be entitled to the same coverage
under such D&O insurance policy as historically provided to the Company’s President and/or Chief Executive Officer;


 


d.                 
a discretionary incentive bonus determined by the Board of up to fifty percent (50%) of the Base Salary (the “Bonus”)
commencing with his appointment to Chief Executive Officer on September 12, 2014, and annually thereafter to be earned and payable
based upon attainment of both corporate and individual annual performance goals as determined by the Board or the Compensation
Committee thereof after consultation with Executive. Executive’s performance goals for a year shall be determined and communicated
to Executive no later than December 31st of the immediately preceding year (i.e., December 31, 2015 for the 2016 bonus opportunity).
The Bonus opportunity may be periodically reviewed and may from time to time be adjusted as determined by the Board or the Compensation
Committee thereof. The Bonus shall be paid not later than March 15 of the calendar year immediately following the year to which
the Bonus relates. Notwithstanding the foregoing, Executive’s performance 2015 shall be considered and any bonus amount for
2015 shall be paid with any bonus payable for performance during 2015 to other officers of the Company; and


 


e.                 compensation
in the same amounts as the Company provides to its directors for service in the capacity of a director.


 


5.                 
Equity Incentive Grant. Contingent upon Neurotrope, Inc.’s successful
completion of a financing transaction pursuant to which it raises at least ten million dollars ($10,000,000)(the “Financing
Transaction”) in direct gross proceeds to the Company during the first eighteen (18) months of the Employment Term, Neurotrope,
Inc. shall grant to Executive a non-qualified stock option exercisable for 100,000 shares of common stock of Neurotrope, Inc. (the
“Financing Option”). The Financing Option will be issued to Executive on the date of the closing of the applicable
Financing Transaction (assuming Executive remains employed under this Agreement as the President and Chief Executive Officer of
the Company as of such date), will be fully vested as of the date of the grant, and will have an exercise price per share equal
to the price per share paid by investors for securities of the Neurotrope, Inc. in the applicable Financing Transaction, and will
have an exercise period of ten (10) years from the date of grant which is not reduced by any termination of employment or services.


 


6.                 
Vacation. Executive shall be entitled to five (5) weeks of paid vacation per annum, which shall accrue at
a rate of 2.083 days per month from the Effective Date, to be taken at a time or times acceptable to the Company, having regard
to its operations. In addition, Executive shall be entitled to such holidays consistent with Neurotrope’s policies and practices
with respect to its officers.


 


7.                 
General Expense Reimbursement. Neurotrope shall reimburse Executive for all pre-approved business related
expenses incurred in the performance of Executive’s job duties, promptly upon presentation of appropriate supporting documentation
and otherwise in accordance with the expense reimbursement policy of Neurotrope.


 






     


     


    

 


 


8.                 
Termination of Employment. The Company or Executive may terminate Executive’s employment at any time
and for any reason in accordance with this Section 8. The Employment Term shall be deemed to have ended on the Date of Termination
(as defined herein).


 


a.                  
Notice of Termination. Any purported termination of Executive’s employment (other than by reason of
(i) death or (ii) Non-Renewal) shall be communicated by written Notice of Termination (as defined herein) from one party to the
other in accordance with the notice provisions contained in Section 19. For purposes
of this Agreement, a “Notice of Termination” shall mean a notice that indicates the Date of Termination (as
that term is defined in Section 8(b)), and, with respect to a termination due to Cause (as that term is defined in Section
8(c)) or Disability (as that term is defined in Section 8(d)), sets forth in reasonable detail the facts and circumstances
that are alleged to provide a basis for such termination) and further, with respect to a termination by Executive due to Good Reason
(as that term is defined in Section 8(e)), sets forth in reasonable detail the facts and circumstances that are alleged
to provide a basis for such termination. A Notice of Termination from the Company shall specify whether the termination is with
or without Cause or due to Disability, and a Notice of Termination from the Executive shall specify whether the termination is
with or without Good Reason.


 


b.                 
Date of Termination. For purposes of the Agreement, “Date of Termination” shall mean, (i)
in the case of termination by reason of Executive’s death, the date of Executive’s death; (ii) in the case of Non-Renewal,
the last day of the Initial Term or the then-current Extension Term, as applicable; and (iii) in any other case, the date specified
in the Notice of Termination (which date shall not be earlier that the sixtieth (60th) day following the date the Notice of Termination
is given except in the case of termination for Cause, for which the Company may give less than sixty (60) days’ notice but
at least ten (10) business days notice(during which notice period the Executive shall have the opportunity to explain the situation
and correct any misunderstandings), and termination for Good Reason, for which the Executive may give less than sixty (60) days’
notice but at least ten (10) business days notice(during which notice period the Company shall have the opportunity to explain
the situation and correct any misunderstandings).


 


c.                  
Cause. For purposes of this Agreement, “Cause” shall mean: (i) any substantial, continuing
material breach of this Agreement by Executive; (ii) any willful or gross neglect by Executive of his duties and responsibilities
hereunder; (iii) any fraud, criminal misconduct, breach of fiduciary duty, or dishonesty by Executive in connection with the performance
of his duties and responsibilities hereunder; (iv) the commission by Executive of any (A) felony or (B) crime or act of moral turpitude;
(v) insubordinate disregard of any reasonable lawful direction given to Executive by the Board; or (vi) significant failure or
significant refusal to comply with the Company’s or Neurotrope’s reasonable and lawful written policies and procedures
as provided to Executive in advance; as determined by a majority of the members of the Neurotrope, Inc. Board of Directors; provided,
however, that clauses (v) and (vi) shall not be Cause for termination if at the time of Executive’s refusal to follow such
instructions or policies, Executive has Good Reason pursuant to Section 8(e) of this Agreement.


 






     


     


    

 


 


d.                 
Disability. For purposes of this Agreement, “Disability” means Executive is entitled to
long-term disability benefits under Neurotrope’s long-term disability plan or policy as in effect on the Date of Termination,
or if no such policy exists, Executive’s inability, for a period of at least six (6) consecutive months, to perform the functions,
duties and responsibilities which he had been performing for the Company, by reason of any medically determinable physical or mental
impairment which can be expected to last for a continuous period of not less than twelve (12) months, as determined by an independent
and licensed medical doctor agreed to by the parties.


 


e.                  
Good Reason. The Executive may terminate the Employment Term for “Good Reason”. For purposes of
this Agreement, “Good Reason” shall mean that (i) the Company has failed, without Executive’s consent, to pay
Executive any compensation, benefits or reimbursements due to Consultant under Sections 3, 4 or 5 of this Agreement, (ii) the Company
has breached any of its material representations, warranties or covenants under this Agreement, the Preferred Stock Agreement,
as amended, the Stock Option Agreements, or any other agreement between the Company and the Executive; (iii) the Executive’s
compensation is reduced, (iv) the Executive’s position, title or authority is materially reduced without his consent; (v)
the Executive is willing to stand for re-election as a Director of the Company at an annual meeting or any other meeting of stockholders
for election of Directors, but is not renominated by the Company’s management for a reason other than Cause, (vi) a Change
of Control (as defined herein) has occurred (vii) the Company relocates Executive’s place of work outside of the New York
metropolitan area, or (viii) a Successor to the Company, as defined below, fails to assume expressly and agree in writing to perform
this Agreement, as referred to in Section 26 below. To be considered a resignation for Good Reason under this Paragraph, the Executive
must resign employment within 60 days of the Executive’s actual knowledge of the occurrence of the Good Reason event.


 


f.                  
Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence
of any of the following events (for purposes of this Section 8(f), persons will be considered to be acting as a group if they are
the owners of a corporation or other entity that enters into a merger, consolidation, purchase or acquisition of stock, or similar
business transaction with the Company):


 


(i) A change
in ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”),
acquires ownership of stock in the Company that, together with the stock already held by such Person, constitutes more than 50%
of the total voting power of the stock of the Company; or.


 


(ii) The individuals
who constitute the members of the Board cease, by reason of a financing, merger, combination, acquisition, takeover, change of
ownership, or other non-ordinary course transaction affecting the Company, to constitute at least fifty-one (51%) of the members
of the Board; or


 






     


     


    

 


 


(iii) The consummation
of any of the following events: (A) a change in the ownership or control of a substantial portion of the Company’s assets,
which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the
most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than
50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions,
including without limitation, by sale, license or other contractual relationship, (B) a merger, consolidation or reorganization
involving the Company, where either or both of the events described in clauses (i) or (ii) above would be the result, (C) a liquidation
or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by a third party
of an involuntary bankruptcy against, the Company, or the filing by the Company of voluntary bankruptcy or other insolvency or
reorganization proceeding, or (D) the Company ceases to actively conduct business.


 


9.                 
Obligations of the Company upon Termination. Upon the termination of Executive’s employment for any
reason or no reason, with or without Cause, or with or without Good Reason, or upon Non-Renewal, he shall be entitled to his accrued
but unpaid vacation and the Base Salary through the Date of Termination; any unpaid Bonus for any year prior to the year in which
Executive’s employment terminates; any benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”) or state equivalent, or required under the terms of any death, insurance, or retirement plan, program, or
agreement provided by the Company to which Executive is a party or in which Executive is a participant, including, but not limited
to, any short-term or long-term disability plan or program, if applicable (collectively, the salary and benefits described in the
preceding sentence shall be referred to herein as the “Accrued Benefits”).


 


a.
Termination by the Company for a Reason Other than Cause; Termination by the Executive for Good Reason; and Non-Renewal
by the Company. In addition to the Accrued Benefits, if Executive’s employment is terminated during the Employment Term
by the Company for a reason other than Cause, Death or Disability, or is terminated by the Executive for Good Reason, or upon
expiration of the Initial Term or any Extension Term, is not renewed by the Company, provided that Executive and the Company execute
a full general mutually agreeable mutual release subject to the terms of this Agreement (setting forth customary exceptions to
the release by Executive including without limitation, Executive’s entitlement to the Accrued Benefits and Severance, continued
indemnification and D&O insurance policy coverage, all rights under stock option and stock award agreements, shareholder,
registration rights, investor rights and similar agreements, rights as a shareholder of the Company and restoration of the Consulting
Agreement with Ramat Consulting Corp. as referred to in Section 14 below) , and not revoked during the seven (7) days following
delivery of such release, releasing all claims, known or unknown, that Executive may have against the Company and their affiliates
(other than the exceptions as referred to above) and the Company and its affiliates may have against
Executive and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following
the Date of Termination (with the Company covenanting to execute such release within three (3) days after Executive executes such
release), then Executive shall be entitled to payment by the Company in a lump sum equal to Executive’s then current Base
Salary less $50,000 multiplied by 50%, or $200,000 ($450,000 - $50,000 X 50%) as of this date; such amount to be paid on the sixtieth
(60th) day following the Date of Termination (the “Severance”). The Severance shall be contingent upon Executive’s
compliance with Sections 10, and 12. For the avoidance of doubt, notwithstanding anything in this Section 9(a)
to the contrary, if Executive’s employment is terminated for any reason set forth in Section 9(b), below, then
Executive shall not be entitled to receive the Severance. In addition, in such events of termination under this Section 9(a) or
non-renewal, in addition to the Severance, the Consulting Agreement between the Company and Ramat Consulting Corp. dated February
28, 2013 shall, upon the Termination Date, be automatically, and without any further action by the parties hereto, be restored
and fully effective and reinstated under the same terms and conditions as set forth therein, as referenced in Section 14 below.
Furthermore, in the event of a termination by the Company without Cause or for Non-Renewal or due to death or Disability or by
the Executive with Good Reason, (i) all unvested options under all of the Stock Option Agreements between the Company and Executive
(including without limitation, two such agreements dated August 23, 2013, an agreement dated July 23, 2014) shall be allowed to
vest during the balance of their term, automatically and without any further action by the parties hereto notwithstanding that
Executive, on the scheduled vesting dates, may no longer be an employee, director, or service provider to the Company, and (ii)
all vested options (including those whose vesting occurs pursuant the preceding clause) under all of the Stock Option Agreements
between the Company and Executive (including without limitation, options granted under three agreements dated August 23, 2013;
under agreement dated July 23, 2014; under agreement dated September 22, 2014; and under agreement covering the Financing Option)
shall continue to be exercisable for a period of ten (10) years following the respective dates of grant.


 






     


     


    

 


 


b. 
Termination by the Company for Cause or by Reason of Death or Disability and Termination by Executive without Good Reason.
If Executive’s employment is terminated during the Employment Term; (x) by the Company for Cause or due to Executive’s
death or Disability; or (y) by Executive without Good Reason, then Executive shall not be entitled to receive the Severance, and
shall only be entitled to the Accrued Benefits. In the event of Executive’s death, all amounts payable to Executive shall
be payable to Executive’s estate, and in the event of Executive’s Disability, all amounts payable to Executive shall
be payable to Executive or Executive’s legal representative.


 


10.             
Confidentiality. Executive acknowledges and agrees that: (i) he will be exposed to some of the most sensitive
and confidential information possessed by the Company including strategic plans, marketing plans, information regarding long-term
business opportunities and information regarding the development status of specific Company products, and (ii) the aforementioned
information represents the product of the Company’s substantial investment in research and innovation, is critical to the
Company’s competitive success, is disclosed to the Company’s senior leaders only on a strictly confidential basis,
and is not made accessible to the public or to the Company’s competitors.


 


Executive further acknowledges
and agrees that the business in which the Company is engaged is intensely competitive and that his employment by the Company has
required, and will continue to require, that he have access to, and knowledge of, confidential information of the Company, including,
but not limited to, certain or all of the Company’s methods, information, systems, plans for acquisition or disposition of
products, expansion plans, financial status and plans, customer lists, client data, personnel information and trade secrets of
the Company.


 






     


     


    

 


 


Therefore, during the
term of this Agreement, Executive agrees to abide by all of the confidentiality provisions of the Consulting Agreement referenced
in Section 14 below.


 


11.             
Non-Delegation of Executive’s Rights. The obligations, rights and benefits of Executive hereunder are
personal and may not be delegated, assigned or transferred in any manner by Executive.


 


12.             
Return of Company Property. Upon termination of Executive’s employment for any reason or earlier, upon
the Company’s request, Executive shall promptly return to the Company all Property (as defined herein) in his possession
that has been entrusted or made available to Executive by the Company. For purposes of the Agreement, “Property”
means all records, files, electronic storage media, memoranda, reports, price lists, customer lists, drawings, plans, sketches,
keys, codes, computer hardware and software, equipment and other property of any kind or description prepared, used or possessed
by Executive during Executive’s employment with the Company and, if applicable, any of its affiliates (and any duplicates
of any such property), which relate to the Company or its affiliates, or the Company’s or its affiliates’ business,
products or services.


 


13.             
Remedies. In the event of a breach or threatened breach by Executive of any provision of Sections 10
or 12, Executive consents and agrees that the Company is entitled to seek injunctive relief in a court of appropriate jurisdiction,
without the need to post any bond. The aforementioned equitable relief shall be in addition to, not in lieu of, the right of the
Company to claim and recover damages in addition to injunctive relief.


 


14.             
Entire Agreement and Amendment. This Agreement embodies the entire agreement and understanding of the parties
hereto in respect of the subject matter of this Agreement, and supersedes and replaces all prior agreements, understandings and
commitments with respect to such subject matter. This Agreement(until its expiration or termination) also supersedes and replaces
the Consulting Agreement effective February 28, 2013, as amended, between Ramat Consulting Group and Neurotrope Bioscience, Inc.,
and any amendments thereto, (the “Consulting Agreement”), a copy of which is attached hereto. This Agreement may be
amended only by a written document signed by both parties to this Agreement. However, should this Agreement terminate or expire
due to non-renewal prior to the stated expiration of such Consulting Agreement (i.e., February 28, 2018), then the Company and
Executive agree that automatically and without any further action by any party hereto, the Consulting Agreement shall be restored
and become fully effective and reinstated on the same terms and conditions of such Consulting Agreement for the balance of its
five (5) year term and which shall expire on February 28, 2018 unless extended or terminated earlier all in accordance with the
terms and conditions of such Consulting Agreement.


 


15.             
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State
of New Jersey, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation
of the Agreement to the substantive law of another jurisdiction, and any action brought hereunder shall be brought in a court of
competent jurisdiction in the State of New Jersey. The Company and the Executive do hereby submit to personal jurisdiction of the
federal and state courts located in the State of New Jersey for purposes of any action brought hereunder.


 






     


     


    

 


 


16.             
Successors. This Agreement shall inure to the benefit of the Company and its permitted successors and assign.
The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of the Company.


 


17.             
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.


 


18.             
Severability. If any section, subsection or provision hereof is found for any reason whatsoever to be invalid
or inoperative, that section, subsection or provision shall be deemed severable and shall not affect the force and validity of
any other provision of this Agreement. If any covenant herein is determined by a count to be overly broad thereby making the covenant
unenforceable, the parties agree and it is their desire that such court shall substitute a reasonable judicially enforceable limitation
in place of the offensive part of the covenant and that as so modified the covenant shall be as fully enforceable as if set for
the herein by the parties themselves in the modified form.


 


19.             
Notices. Any notice, request, or instruction to be given hereunder shall be in writing and shall be deemed
given when personally delivered or three (3) days after being sent by United States Certified Mail, postage prepaid, with Return
Receipt Requested, to the parties at their respective addresses set forth below:


 


To the Company:


 


Chairman of the Board


Neurotrope BioScience, Inc.

50 Park Place

Newark, New Jersey 07102


 


To Executive:


 


Charles Ramat

20 W. 86th St., Apt. 4a

New York, New York 10024


 


20.             
Waiver or Breach. The waiver by any party of any provisions of this Agreement shall not operate or be construed
as a waiver of any prior or subsequent breach by the other party.


 


21.             
Tax Withholding. The Company or an affiliate may deduct from all compensation and benefits payable under this
Agreement any taxes or withholdings the Company is required to deduct pursuant to state, federal or local laws.


 


22.             
Code
Section 409A. To the extent applicable, it is intended that this Agreement and any payment made hereunder shall be exempt from
or comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect
to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”).
In the event any provision of this Agreement relating to payment of the Severance would cause the Severance payment to fail to
be exempt from or satisfy Code Section 409A, then that provision shall be amended to comply with Code Section 409A, following which
payment of the Severance shall be made in accordance with the amendment. Without
limiting the generality of the foregoing, for all purposes under this Agreement, reference to Executive’s “termination
of employment” (and corollary terms) with the Company shall be construed to refer to Executive’s “separation
from service” (as determined under Treasury Regulation Section 1.409A-1(h), as uniformly applied by the Company) with the
Company. In the event that Executive is, at the Date of Termination, a “specified employee” within the meaning of Code
Section 409A and any related regulations, no amount which is nonqualified deferred compensation subject to such Code Section 409A
and regulations shall be paid to Executive prior to the date which is six (6) months after Executive’s separation from service
; provided, however, that such amount shall, within five (5) business
days following the date of termination, be placed into escrow by the Company for the benefit of Executive.
If the payments are delayed as a result of the terms of this Section 22, than on the first business day following the end of such
six (6) month period (or such earlier date upon which such amount can be released from escrow and paid under Section 409A of the
Code without resulting in a prohibited distribution), the Company shall pay Executive a lump-sum amount equal to the cumulative
amount that would have otherwise been payable to Executive during such period.


 






     


     


    

 


 


23.             
Survival.
Executive hereby acknowledges that obligations under Sections 10, 12, and 13 shall survive the termination
of Executive’s employment and of the Employment Term and be binding by their terms at all times subsequent to the termination
of employment for the periods specified therein. Additionally, upon the expiration or other termination of this Agreement, the
respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary
to carry out the intentions of the parties under this Agreement.


 


24.             
Acknowledgment
of Full Understanding. Executive acknowledges and agrees that he has fully read, understands, and voluntarily enters into this
Agreement. Executive acknowledges and agrees that he has had an opportunity to ask questions and consult with an attorney of his
choice prior to signing this Agreement.


 


25.             
Indemnification.
The Company does hereby indemnify Executive and his heirs, personal representatives, successors and assigns (“Executive Indemnified
Parties”) and agree to defend and hold them harmless from and against any and all claims, damages, charges, liabilities,
losses, judgments, fines, penalties, amounts paid in settlement or satisfaction of claims, costs and expenses (including without
limitation reasonable attorneys’ fees and expenses) arising out of, relating to or accruing in respect of (i) liabilities
and obligations of the Company or its business, products or assets, and claims relating to the conduct of the Company’s business,
including, without limitation, liabilities for taxes, regulatory fines, assessments and penalties, and any claims or disputes of
the Company with customers, doctors, patients, hospitals or other medical providers, insurers, investors, lenders, licensees, licensors,
consultants, contractors, employees or others (ii) any breach or violation of any representation, warranty, covenant or obligation
of the Company under this Agreement and (iii) any claims relating to the Company under federal, state or foreign securities laws
(“Claims”). In addition, and without limitation of the foregoing sentence, the Company will indemnify Executive to
the fullest and same extent as the Company provides indemnification to Directors generally from time to time under the Company’s
Certificate of Incorporation, by-laws and applicable law, and under the Company’s policies of D&O insurance. The rights
of indemnification provided by this Section 25 shall be in addition to, and not be deemed exclusive of, any other rights and remedies
apart from this Agreement which may be available to Executive, whether by any contract, insurance policy, at law, in equity or
otherwise. Notwithstanding the language contained above, the Company shall not be obligated to indemnify Executive in the event
that any such Claims are caused by or arise from the fraudulent or willful misconduct of the Executive, as adjudicated by a court
of competent jurisdiction.


 






     


     


    

 


 


26.             
Obligations
re Successor.  The Company will require any successor (whether direct or indirect, by purchase of assets or capital
stock, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, and whether
or not in conjunction with a Change in Control, to assume expressly and agree in writing to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in
this Agreement, the “Company” shall mean the Company as hereinabove defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.


 


27.             
Non-Solicit,
Non-Compete, Equitable Relief.


 


a.                  
Non Solicitation of Employees Executive agrees that while Executive is employed with the Company, and for
one (1) year after Executive’s employment with the Company terminates for any reason, other than a Change of Control or by
the Company without Cause or for Non-Renewal or by the Executive with Good Reason, Executive shall not, directly or indirectly,
whether on behalf of Executive or others, solicit, lure, attempt to hire away or hire any individual who Executive knows, at the
time of such solicitation, luring, or attempt to hire or hire, is or, within sixty (60) days prior to the date of such termination,
luring, or attempt to hire aware or hire, was an employee of the Company.


 


b.                 
Non – Compete For and in consideration of this exposure to confidential and sensitive information, and
further in consideration of the salary, bonuses, stock and other incentives set forth in this Agreement, Executive agrees that
during his employment with the Company and for twelve (12) months following the termination of his employment by any party or for
any reason other than a Change of Control, by the Company without Cause, or Non-Renewal or by the Executive with Good Reason he
will not (i) directly or indirectly engage in or associate in any country in which the Company is doing or has plans to do business
with any entity engaging in the business engaged in by the Company (i.e., research, development and sale of products using bryostatin
or bryologs (collectively, the “Specified Products”) ; or (ii) solicit, for competitive business purposes with respect
to the Specified Products, any customer or partner of the Company. Notwithstanding the foregoing, the Executive and his affiliates
shall at all times be permitted to (i) own passive investments (where he is not a director or officer) of less than twenty (20
%) percent of any other enterprise and (ii) own investments (where he is not a director or officer) in large capitalization publicly
traded companies in the pharmaceutical or medical industry, even if by chance such large companies engage in activities covering
the Specified Products.


 






     


     


    

 


 


c.                  
Injunctive Relief .Executive acknowledges that the Company would suffer irreparable harm if he fails to comply
with the provisions of this Section 27, and that the Company would be entitled to any appropriate relief, including money damages,
equitable relief and attorneys’ fees, without posting a bond. Executive further acknowledges that enforcement of the covenants
in this section is necessary to ensure the protection and continuity of the business and goodwill of the Company and that, due
to the proprietary nature of the business of the Company, the restrictions set forth herein are reasonable as to geography, duration
and scope.


 


28.             
Proprietary
Rights.


 


Executive assigns all
of Executive’s interest in any and all inventions, discoveries, improvements and patentable or copyrightable works initiated,
conceived or made by Executive, either alone or in conjunction with others, during the Employment Term and related to the Specified
Products in the Company’s business to the Company or its nominee. Whenever reasonably requested to do so by the Company,
Executive, at Company’s expense, shall execute any and all applications, assignments or other instruments that the Company
shall in good faith deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign
country or otherwise protect the interest of the Company and its affiliates in the Specified Products.. These obligations shall
continue beyond the conclusion of the Employment Term with respect to inventions, discoveries, improvement or copyrightable works
initiated, conceived or made by Executive with respect to the Specified Products during the Employment Term; and Executive shall
not be entitled to receive any additional compensation in connection with the fulfillment of such obligations. For clarification
of the foregoing, Executive is not a professional scientist, doctor, researcher or inventor and does not represent or purport that
he does or will have any inventions, discoveries, improvements relating to the Company’s business or of the Specified Products,
and this Section 28 is merely to cover any peripheral and/or inadvertent intellectual property arising from Executive’s involvement
with the Company’s Specified Products.


 


29.             
Attorney
Fees.


 


In connection with
the drafting and negotiation of this Agreement, the Company agrees to reimburse Executive for his attorney fees in an amount not
to exceed $5,000.00 upon presentation of an appropriate invoice to the Company’s chief financial officer.


 


 





 


[Signature
Page Follows]


 






     


     


    

 


 


 


 


IN WITNESS WHEREOF
the parties have executed this Agreement on the date first set forth above.


 


NEUROTROPE, INC.


 


By: /s/ Robert Weinstein


 


Its: Chief Financial Officer, Executive Vice


 


President, Secretary and Treasurer


 


NEUROTROPE BIOSCIENCE, INC.


 


By: /s/ Robert Weinstein


 


Its: Chief Financial Officer, Executive Vice


 


President, Secretary and Treasurer


 


 


 


/s/ Charles S. Ramat

Charles S. Ramat