Exhibit 10.01


 


October
5, 2020


 


Inspyr
Therapeutics, Inc.


2629
Townsgate Road #215


Westlake
Village, CA 91361


(818)
597-7552


rsilvestre@silvestrelaw.com


 


Ridgeway
Therapeutics, Inc.


[Address]


[Address]


[Email]


 


Dear
Colin Hislop,


 


Inspyr
Therapeutics, Inc. (“Inspyr”) is providing this letter agreement (“Letter Agreement”) to Ridgeway Therapeutics,
Inc. (“Ridgeway”) in connection with the License Agreement between Inspyr and Ridgeway effective as of August 3, 2018
(the “Agreement”). Capitalized terms not otherwise defined in this Letter Agreement shall have the meaning ascribed
such terms in the Agreement.


 


Inspyr
and Ridgeway agree in consideration of the mutual covenants expressed in this Letter Agreement that with effect from the execution
of this Letter Agreement:


 


		1.	As
                                         of the date of this Letter Agreement, the Agreement shall terminate and, except as provided
                                         herein or otherwise as provided in Sections 5.1, 7.8 and 7.9, and Articles 1, 8 through
                                         11, 13, 14, and 17 through 20 of the Agreement, the parties shall have no further rights
                                         or obligations thereunder.



 


		2.	All
                                         Licensed Rights under the Agreement shall revert to Inspyr. Ridgeway shall cooperate
                                         to transfer all Know-How, and any and all records and materials related thereto or developed
                                         in support of Licensed Products or otherwise developed under the Agreement, to Inspyr,
                                         and further agrees that all right, title, and interest in and to any copyrightable material,
                                         notes, records, drawings, designs, inventions, improvements, developments, discoveries,
                                         ideas and trade secrets conceived, discovered, authored, invented, developed or reduced
                                         to practice by Ridgeway, solely or in collaboration with others, under the Agreement
                                         and arising out of, or in connection with, its performance under the Agreement, and any
                                         copyrights, patents, trade secrets, mask work rights or other intellectual property rights
                                         relating to the foregoing (collectively, “Inventions”), are the sole property
                                         of Inspyr. Ridgeway also agrees to promptly make full written disclosure to Inspyr of
                                         any Inventions and to deliver and assign (or cause to be assigned) and hereby irrevocably
                                         assigns fully to Inspyr all right, title and interest in and to the Inventions.



 


		3.	Ridgeway
                                         shall transfer all documentation, records, notes, memoranda and other materials developed
                                         under the Agreement in support of regulatory filings or regulatory approvals from the
                                         Food and Drug Administration or its equivalent agencies in non-U.S. jurisdictions to
                                         Inspyr. Ridgeway will further transfer to Inspyr, any domain names (including www.ridgewaytherapeutics.com)
                                         and other property held by Ridgeway that relate in any manner to the use and exploitation
                                         of the Licensed Products.



 




     


     


    




 


		4.	Ridgeway
                                         and Inspyr each hereby represent and warrants to the other party:



 


		a.	it
                                         is a corporation duly organized, validly existing and in good standing under the laws
                                         of the jurisdiction in which it is incorporated, and has full corporate power and authority
                                         and the legal right to own and operate its property and assets and to fulfill its obligations
                                         as contemplated in this Letter Agreement; and



 


		b.	it
                                         has the corporate power and authority and the legal right to enter into this Letter Agreement,
                                         it has taken all necessary corporate action on its part required to authorize the execution
                                         and delivery of this Letter Agreement and the performance of its obligations hereunder,
                                         and this Letter Agreement has been duly executed and delivered on behalf of such party,
                                         and constitutes a legal, valid and binding obligation of such party and is enforceable
                                         against it in accordance with its terms.



 


		5.	Ridgeway
                                         further represents and warrants that:



 


		a.	no
                                         sublicenses have been granted under the Agreement, or that any sublicenses granted under
                                         the Agreement have been terminated as of the date of this Letter Agreement.



 


		b.	It
                                         owns or holds the license to the Licensed Products free and clear of all mortgages, pledges,
                                         security interest, encumbrances, liens or charges of any kind, including without limitation,
                                         any conditional sale or other title retention agreement, any lease in the nature thereof
                                         and the filing of or agreement to give any financing statement under the Uniform Commercial
                                         Code of any jurisdiction and including any lien or charge arising by law and Ridgeway
                                         has not entered into any agreements related to the foregoing.



 


		c.	There
                                         is no action, suit, inquiry, notice of violation, proceeding or investigation pending
                                         or, to the knowledge of Ridgeway, threated against Ridgeway or any of its subsidiaries
                                         which adversely affects or challenges the legality, validity or enforceability of the
                                         license of the Licensed Products by Inspyr to Ridgeway.



 


		6.	In
                                         consideration of the termination of certain provisions of the Agreement the transfer
                                         of certain assets, and the representations and warranties contained in this Letter Agreement,
                                         Inspyr agrees to issue to Ridgeway, or its assigns, (i) such number of shares of common
                                         stock, par value $0.0001 of Inspyr (“Common Stock”) equal to 65,000,000 shares
                                         of Common Stock to be issued on October 5, 2020 (“Initial Shares”) and (ii)
                                         8,000 shares of Series F Preferred Stock (“Series F Preferred Stock”). Each
                                         share of Series F Preferred Stock shall (a) have a stated value of $10.00, and in the
                                         aggregate, will convert into such number of shares of Common Stock as is equal to 80%
                                         of the issued and outstanding shares of Common Stock less any Initial Shares (taking
                                         into effect any forward or reverse stock splits or consolidations) and (b) vote on an
                                         as converted to Common Stock basis. Upon repayment of the outstanding convertible notes
                                         of Inspyr held by Sabby Healthcare Master Fund, Ltd., and Sabby Volatility Warrant Master
                                         Fund, Ltd., the Series F Preferred Stock will automatically convert into Common Stock.
                                         Inspyr agrees to file a certificate of designation reflecting the foregoing terms of
                                         the Series F Preferred Stock within a reasonable time subsequent to the execution of
                                         this Letter Agreement.



 




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		7.	In
                                         the event that Inspyr: (x) has not secured equity financing resulting in aggregate gross
                                         proceeds to Inspyr of at least $5 million by the three (3) year anniversary of this Letter
                                         Agreement, or (y) Inspyr ceases operations, in exchange for the return of the Initial
                                         Shares and Series F Preferred Stock, the Agreement will be reinstated and this Letter
                                         Agreement will be deemed void ab initio.



 


This
letter is Confidential Information of both Inspyr and Ridgeway and is subject to the nondisclosure obligations of the Agreement.


 


The
terms of this letter shall be governed by and construed in accordance with the law of the state of Delaware (without giving effect
to its principles of conflict laws).


 


To
acknowledge your receipt of, and agreement to, this letter please execute below one of the originals of this letter and return
it to me at the above address.


 


Very
truly yours,


 


	Inspyr
    Therapeutics, Inc.	 
	 	 
	By:	                        	 
	Michael
    Cain, Chief Executive Officer	 
	 	 


 


	Acknowledged
    and Agreed	 
	 	 
	Ridgeway Therapeutics,
    Inc.	 
	 	 
	By:	 	 
	Name: 	Colin Hislop	 
	Title: 	Chief Executive Officer	 
	Date: 	October 5, 2020	 


 


 


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