Exhibit 10.2


 


August 22, 2014


 


	Intracel Holdings Corporation	Vaccinogen, Inc.
	Attn: Daniel Kane, Daniel Fitzgerald and	Attn: Michael G. Hanna, Jr., Ph. D.,
	Alan Cohen	Chairman and Chief Executive Officer
	550 Highland St.	5300 Westview Drive, Suite 406
	Frederick, Maryland 21701	Frederick, Maryland 21703


 


Re:Vaccinogen/Intracel Arrangements


 


Reference is made to that certain License
Agreement, dated as of October 10, 2007 (the “Original License Agreement”), as amended by that certain Amendment to
License Agreement, dated as of June 24, 2010 (the “License Amendment;” collectively with the Original License Agreement,
the “License Agreement”), by and between Vaccinogen, Inc., a Maryland corporation (“Vaccinogen”), and Intracel
Holdings Corporation, a Delaware corporation (“Intracel”). Each of Vaccinogen and Intracel is referred to herein as
a “Party,” and collectively as the “Parties.”


 


The Parties acknowledge that Vaccinogen
entered into that certain agreement, dated April 24, 2014, with The Investment Syndicate (“TIS”), as amended by that
certain Amendment, dated August 2, 2014 (but not including any subsequent modifications or amendments) (collectively, the “TIS
Agreement”), pursuant to which TIS agreed (among other things) to purchase shares (and warrants to purchase additional shares)
of common stock of Vaccinogen for an aggregate purchase price of $80,000,000. As a condition precedent to TIS’ obligation
to consummate the initial closing with respect to such Vaccinogen securities contemplated in the TIS Agreement (which initial closing
includes the purchase of common stock of Vaccinogen for an aggregate purchase price of at least $10,000,000), the Parties are entering
into this letter agreement (the “Agreement”) contemporaneously with such initial closing and effective as of such date
(the “Effective Date”).


 


Contemporaneously with the execution and
delivery of this Agreement as of the Effective Date, (i) each of Vaccinogen and Intracel have executed and delivered to each other
that certain Right of First Offer Agreement, dated as of the Effective Date, and (ii) Daniel Fitzgerald, Daniel Kane and Alan Cohen
(the “IHC Designees”) have each tendered his resignation as a director of Vaccinogen in accordance with this Agreement,
effective as of the Effective Date and expressly contingent on payment of at least $10,000,000 to Vaccinogen by TIS pursuant to
the TIS Agreement.


 


By executing this Agreement, each of the
Parties hereby agrees as follows:


 


1.          Effective
automatically at the time TIS pays to Vaccinogen the aggregate amount of $80,000,000 in accordance with the TIS Agreement (the
“Trigger Date”), the License Agreement shall terminate and (notwithstanding anything in Section 9.5 thereof) no longer
be of any force or effect. For the avoidance of doubt (and without limiting the foregoing), from and after the Trigger Date, Vaccinogen
shall no longer have any obligation to pay to Intracel any royalties or other payments under Section 4.4 of the Original License
Agreement and/or Sections 2 and 3 of the License Amendment.


 




    	 



    	 



    

 


2.          Notwithstanding
anything to the contrary in that certain “Letter of Intent,” effective as of December 24, 2010, by and between the
Parties, as of the Effective Date and expressly contingent on payment of at least $10,000,000 to Vaccinogen by TIS in accordance
with the TIS Agreement, Intracel’s right to designate three (3) directors of Vaccinogen is hereby terminated (to the extent
now in existence) and Intracel shall not have any right to designate directors of Vaccinogen for appointment by the Board of Directors,
and, in connection therewith, the IHC Designees have each tendered their resignations as directors of Vaccinogen.


 


3.          Each
Party hereby represents and warrants to the other Party that (i) such Party has the full legal right, power and authority to execute
and deliver this Agreement and to perform such Party’s obligations under this Agreement; (ii) the execution and delivery
of this Agreement by such Party, and the performance by such Party of its obligations under this Agreement, have been duly and
validly authorized by all necessary corporate action of such Party; and (iii) this Agreement has been duly executed and delivered
by an authorized officer of such Party and constitutes the valid and binding agreement of such Party, enforceable against such
Party in accordance with its terms, subject to (x) bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter
in effect relating to creditors’ rights generally and (y) general principles of equity.


 


4.          From
and after the Effective Date, each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions,
and to do, or cause to be done, all things, in each case, as reasonably requested by the other Party, to carry out the intent of
the Parties and accomplish the purposes of this Agreement, the TIS Agreement, and the transactions contemplated hereby and thereby
(including, without limitation, voting all capital stock of Vaccinogen held by Intracel in a manner intended to implement, and
comply with, the terms of the TIS Agreement). No waiver, amendment, modification or change of any provision of this Agreement shall
be effective unless and until made in writing and signed by each Party. No waiver, forbearance or failure by any Party of its rights
to enforce any provision of this Agreement shall constitute a waiver or estoppel of such Party’s right to enforce any other
provision of this Agreement or a continuing waiver by such Party of compliance with any provision.


 


5.          This
Agreement embodies the entire agreement and understanding of the Parties with respect to the transactions contemplated hereby and
supersedes all other prior and contemporaneous commitments, arrangements, agreements and/or understandings, both oral and written,
between the Parties with respect to the subject matter hereof. There are no agreements, covenants, representations or warranties
with respect to the transactions contemplated hereby other than those expressly set forth herein.


 


6.          The
Parties have participated jointly in the negotiation and drafting of this Agreement. In the event 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.


 


7.          This
Agreement shall be construed, governed by, and interpreted in accordance with, the laws of the State of New York without regard
to principles of conflicts of law.


 


8.          This
Agreement may be executed in any number of counterparts (which may be by facsimile or optically-scanned electronic mail attachment)
each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same
instrument.


 


9.          Anders
Halldin (“Halldin”), on behalf of TIS, is an intended third party beneficiary of this Agreement, and shall have the
right and power to assert any and all rights hereunder, and to enforce the provisions hereof, in each case, directly and on TIS’
behalf, as if Halldin (on behalf of TIS) is a “Party” hereto.


 




    	 



    	 



    

 


 


AGREED TO AND


ACCEPTED AS OF AUGUST 22, 2014


 


	INTRACEL HOLDINGS CORPORATION,	VACCINOGEN, INC., 
	a Delaware corporation	a Maryland corporation


 


	By:	/s/ Richard Fuscone 	 	By: 	/s/Michael G. Hanna, Jr., Ph.D.
	Name:  	Richard Fuscone	 	Name: 	Michael G. Hanna, Jr., Ph. D.
	Title:	Director	 	Title:	Chairman and Chief Executive Officer


 


EACH OF THE UNDERSIGNED hereby executes this Agreement
for the purpose of agreeing to tender his resignation as a director of Vaccinogen in accordance with Section 2 hereof.


 


	/s/ Daniel Fitzgerald	 
	Daniel Fitzgerald	 
	 	 
	/s/ Daniel Kane	 
	Daniel Kane	 
	 	 
	/s/ Alan Cohen	 
	Alan Cohen