Exhibit 10.1


 


DEBT SETTLEMENT AND RELEASE AGREEMENT


 


This Debt Settlement
and Release Agreement (this “Agreement”) is made and entered into on October 25, 2020 by and among TITAN
PHARMACEUTICALS, INC., a Delaware corporation (“Titan”), L. MOLTENI & C. DEI F.LLI ALITTI SOCIETÀ
DI ESERCIZIO S.P.A., a company organized and existing under the laws of Italy (“Molteni”), HORIZON CREDIT II
LLC (“Horizon” and, together with Molteni, the “Lenders”) and Molteni as collateral agent
(“Collateral Agent”) for the Lenders. Collateral Agent and Lenders are sometimes referred to herein individually
as a “Creditor Party” and collectively as the “Creditor Parties.”


 


WHEREAS, Titan and
Creditor Parties are parties to that certain Amended and Restated Venture Loan and Security Agreement dated as of March 21,
2018, as amended by agreements dated September 10, 2019 and March 12, 2020 (the “Loan Agreement”).
Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement or on Annex 1 hereto;


 


WHEREAS, pursuant to
the Loan Agreement, Titan issued in favor of (1) Horizon an Amended and Restated Secured Promissory Note dated March 21,
2018 in the principal amount of $1,600,000 (the “Horizon Note”) and (2) Molteni a Secured Promissory Note
dated March 21, 2018 in the principal amount of $2,400,000 (the “Molteni Note” and together with the Horizon
Note, each a “Note” and collectively the “Notes”);


 


WHEREAS, pursuant to
(1) Section 2.2(g)(i) of the Loan Agreement, Titan agreed to pay to Horizon a payment in the amount of Five Hundred
Seventeen Thousand Seven Hundred Thirty-Nine and 00/100 Dollars ($517,739) (the “Horizon Final Payment”) and
(ii) Section 2.2.(g)(ii) of the Loan Agreement, Titan agreed to pay to Molteni a payment in the amount of Six Hundred
Fifty Thousand Seven Hundred Sixty-One and 00/100 Dollars ($650,761) (the “Molteni Final Payment”, and together
with the Horizon Final Payment, each a “Final Payment” and collectively, the “Final Payments”).
The outstanding principal amounts under each Note, the outstanding amount of each Final Payment, all accrued and unpaid interest
payable by Titan to Horizon and Molteni, and all other Obligations (as defined in the Loan Agreement) payable or owed to any Creditor
Party are collectively referred to herein as the “Obligations”.


 


WHEREAS, Titan has
informed Creditor Parties of Titan’s inability, due to financial constraints and other obstacles, to continue its current
operations and satisfy all of its Obligations to Creditor Parties under the Loan Agreement and the other Loan Documents (other
than the Warrant); and


 


WHEREAS, Titan and
Creditor Parties believe it is in their mutual best interests to settle all of Titan’s Obligations to Creditor Parties under
the Loan Agreement and the other Loan Documents (other than the Warrant) on the terms and subject to the conditions set forth in
this Agreement in order, among other things, to spare Creditor Parties the time, expense and uncertainty of exercising their rights
and remedies under the Loan Agreement, the other Loan Documents and applicable law; and


 


WHEREAS, Titan intends
to issue equity in a financing (the “Equity Financing”), a portion of the proceeds of which shall be used to
make the payments and deliver the assets expressly set forth in Section 1(a) below (such payments and assets collectively,
the “Settlement Consideration”) in exchange for Creditor Parties’ release of their security interests
in and liens on all of the Collateral.






    


     


    

 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged with the intent to be legally
bound hereby, it is hereby agreed in full and final settlement of all Obligations under the Loan Agreement and the other Loan Documents
(other than the Warrant):


 


1.            Delivery
of Settlement Consideration.


 


(a)           On
the date that the Equity Financing is consummated (the “Closing Date”) and effective immediately following the
consummation of the Equity Financing:


 


(i)            Titan
shall pay Horizon One Million Four Hundred Thousand Dollars ($1,400,000) if the Closing Date is prior to November 1, 2020
or One Million Four Hundred Twelve Thousand Six Hundred Sixty-Seven Dollars ($1,412,667) if the Closing Date is on or after November 1,
2020 via wire transfer or ACH as per instructions provided by Horizon to the Company at least two business days prior to the Closing
Date.


 


(ii)           Titan
shall pay Molteni Two Hundred Thousand Dollars ($200,000) if the Closing Date is prior to November 1, 2020 or Two Hundred
Nineteen Thousand Dollars ($219,000) if the Closing Date is on or after to November 1, 2020 via wire transfer or ACH as per
instructions provided by Molteni to the Company at least two business days prior to the Closing Date.


 


(iii)           With
the exception of payment of the invoice in respect of products to be delivered to Molteni pursuant to purchase order number 4500007147
(the “Pending Invoice”), Titan hereby disclaims any and all of its rights and entitlements under the Asset Purchase,
Supply and Support Agreement by and between Titan and Molteni dated March 21, 2018, as amended by agreements dated August 3,
2018 September 10, 2019 and July 13, 2020, including any and all invoices issued or to be issued in connection with the
Molteni APA (collectively, the “Molteni APA”), and hereby discharges and releases Molteni from any further payment
obligations under the Molteni APA (including pursuant to Sections 7.1(b) and 7.2 therein) that have accrued prior to the Closing
Date or may accrue in the future;


 


(iv)          Titan
shall deliver to Molteni an invoice setting forth the value of and a bill of sale, substantially in the form attached hereto as
Exhibit A transferring all of Titan’s right, title and interest in and to the following assets:


 


(1)            All
fixtures, equipment and other assets owned by Titan, which are located at facilities owned or leased by DPT Laboratories, Inc.
(“DPT”), including, but not limited to all fixtures, equipment and other assets listed on Exhibit B
hereto (collectively, the “Product Equipment”);


 


(2)            All
inventory of EVA (as defined in the Molteni APA) and active pharmaceutical ingredients, in each case that are unexpired, wherever
located, each at the fair value of such inventory component;


 



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(3)            All
Know-how, Regulatory Documents, Data and Intellectual Property Related Documentation related to the Product and the Product Intellectual
Property (as defined below), in each case, in the Product Territory; and


 





(4)            the
Facilities and Equipment Agreement, dated January 10, 2014, by and between Titan and DPT (the “Equipment Agreement”);
provided, that (I) Titan represents and warrants to Molteni that the Project (as defined in the Equipment Agreement)
has been completed and no further payments are due to DPT other than the Maintenance Fees when accrued (as defined under the Equipment
Agreement) and (II) the assignment of the Equipment Agreement shall expressly exclude, and Molteni will not assume and will
not be obligated to assume or be obliged to pay, perform or otherwise discharge or in any other way be liable or responsible for,
any liabilities under the Equipment Agreement arising prior to the Closing Date, including any payment obligations to DPT.


 


(v)          Titan
shall deliver to Molteni intellectual property assignment agreements in the forms set forth on Exhibit C transferring
all of Titan’s right, title and interest in and to the following assets (the “Product Intellectual Property”):


 


(1)            All
patents and patent applications for the Product in the Product Territory, including those listed on Exhibit D hereto,
together any and all divisions, continuations, continuations in part, extensions, substitutions, renewals, registrations, revalidations,
reversions, reexaminations, reissues, additions or supplementary protection certificates and the like, of or to any of the foregoing
items, and all rights and priorities afforded under any applicable law with respect thereto;


 


(2)            All
right, title and interest in and to the “PROBUPHINE” trademark in the Product Territory, together with all goodwill
associated therewith, including (I) any trademark registrations and applications therefor in the Product Territory, including
those listed on Exhibit E, and (II) the exclusive right to register the “PROBUPHINE” trademark in
any jurisdiction or territory in the Product Territory; and


 


(3)            Any
other intellectual property rights and ancillary rights embodied in, or appurtenant to, the Product in the Product Territory, including
(I) the right to file a registration dossier for the Product in any jurisdiction or territory in the Product Territory, and
(II) any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable, and any and all claims
and causes of action with respect to any of the foregoing against a third party, whether accruing before, on, or after the date
hereof, including for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach or default,
in each case, with respect to any and all of the foregoing.


 


(vi)         Subject
to receipt of the Ordered Products in accordance with the applicable purchase order and terms thereof, Molteni shall make payment
to Titan the amount set forth in the Pending Invoice.


 


(vii)        Titan
shall (x) pay all reasonable fees and expenses, including expenses incurred by Collateral Agent (“Lenders’ Expenses”)
prior to the Closing Date up to $25,000 in the aggregate and (y) pay all Lender’s Expenses incurred in connection with
the enforcement or attempt to enforce any of the obligations hereunder not performed by Titan when due.






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(viii)       Titan
shall provide each Lender with a solvency certificate, in form and substance reasonably satisfactory to the Collateral Agent, dated
as of the Closing Date, as to the solvency of Titan as of the Closing.


 


(b)           Subject
to Section 6 below, each Creditor Party acknowledges and agrees that effective on the Closing Date, but only after and subject
to the receipt by Molteni and Horizon of the full amount of all Settlement Consideration set forth in Section 1(a), all Obligations
of Titan to Creditor Parties under the Loan Agreement and the other Loan Documents (other than the Warrant) shall be deemed satisfied
and paid in full and no further amount or obligation will be owed, due or payable by Titan to any Creditor Party thereunder (other
than the indemnity obligations set forth in Section 10.3 of the Loan Agreement). Each Creditor Party represents and warrants
to Titan that no other person or entity has or has had any interests in the claims, demands, obligations, causes of action or matters
referenced in this Agreement; that it has the sole right and exclusive authority to execute this Agreement and to deliver and receive
the consideration specified herein and that it has not assigned or transferred or purported to assign or transfer to any person
or entity all or any part of or interest in any claim, actions, demands, causes of action, damages, fees, costs and liabilities
of any kind whatsoever, which is or which purports to be released or discharged herein.


 


2.            Release
of Security Interest and Lien. Subject to Section 6 below, each Creditor Party, effective on the Closing Date, but only
after and subject to the receipt by Molteni and Horizon of the full amount of all Settlement Consideration set forth in Section 1(a),
hereby (a) releases all security interests and liens which Titan may have granted to Creditor Parties under the Loan Agreement
and the other Loan Documents (other than the Warrant), (b) acknowledges that the Loan Agreement and the other Loan Documents
(other than the Warrant) are terminated and that Titan has no further Obligations to any Creditor Party thereunder (other than
the indemnity obligations set forth in Section 10.3 of the Loan Agreement), (c) authorizes Titan (or its agents, designees
or representatives), at Titan’s sole expense (including, but not limited to, fees and expenses of counsel to each of the
Lenders and the Collateral Agent), to file or register, as applicable, in the appropriate filing office UCC-3 termination statements
terminating all UCC-1 financing statements filed by one or more of the Creditor Parties in connection with the Loan Agreement and
the other Loan Documents (other than the Warrant), (d) acknowledges that it shall deliver to Titan all such executed documentation
as shall be reasonably requested by Titan and necessary to terminate all intellectual property security interest filings made by
one or more of the Creditor Parties with respect to Titan’s patents, trademarks and other intellectual property, if any,
each in a form approved by Titan for filing in the United States Patent and Trademark Office or similar recording office, including
without limitation the forms of releases attached hereto as Exhibit F, (e) acknowledges that it shall deliver
to Silicon Valley Bank, 3003 Tasman Drive, Santa Clara, California 95054 all such documentation as shall be reasonably requested
by Titan and necessary to terminate any and all deposit account control agreements to which Titan and any Creditor Party are a
party and (f) acknowledges that it shall, at Titan’s sole expense, take all such additional actions which are reasonably
requested by Titan and necessary to evidence the release of Creditor Party’s security interest and liens in the Collateral.
The provisions of this paragraph shall remain in full force and effect regardless of any termination of the Obligations owing under
the Loan Agreement and the other Loan Documents.






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3.            General
Release.


 


(a)           Effective
on the Closing Date, but only after and subject to the receipt by Molteni and Horizon of the full amount of all Settlement Consideration
set forth in Section 1(a), and in consideration of the parties agreements contained in this Agreement and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (w) subject to Section 6 below,
Titan fully and forever releases and discharges each Lender, and each of their respective (where applicable) agents, employees,
predecessors, representatives, subsidiaries, affiliates, parents, divisions, owners, officers, directors, attorneys, heirs, executors,
administrators, successors and assigns from and against all actions, proceedings, causes of action, claims for relief, demands,
rights, titles, interests, damages, losses, costs, expenses, disbursements (including attorneys’ fees), obligations, liabilities
and other claims of every nature whatsoever, made or asserted, known, unknown or suspect as of the date of this Agreement arising
out of or related to the Loan Agreement and the other Loan Documents (other than the Warrant), including any actions, proceedings,
causes of action, claims for relief, demands, rights, titles, interests, damages, losses, costs, expenses, disbursements (including
attorneys’ fees), obligations, liabilities and other claims of every nature whatsoever arising out of or related to the Loan
Agreement and the other Loan Documents (other than the Warrant), (x) subject to Section 6 below, each of Creditor Parties
fully and forever releases and discharges Titan and its agents, employees, predecessors, representatives, subsidiaries, affiliates,
parents, divisions, owners, officers, directors, attorneys, heirs, executors, administrators, successors and assigns from and against
all actions, proceedings, causes of action, claims for relief, demands, rights, titles, interests, damages, losses, costs, expenses,
disbursements (including attorneys’ fees), obligations, liabilities and other claims of every nature whatsoever, made or
asserted, known, unknown or suspect as of the date of this Agreement arising out of or related to the Loan Agreement and the other
Loan Documents (other than the Warrant), including any actions, proceedings, causes of action, claims for relief, demands, rights,
titles, interests, damages, losses, costs, expenses, disbursements (including attorneys’ fees), obligations, liabilities
and other claims of every nature whatsoever arising out of or related to the Loan Agreement and the other Loan Documents (other
than the Warrant), provided that the foregoing releases do not release (1) any Creditor Party or Titan from enforcing its
respective rights under this Agreement, (2) Titan from its obligations under Section 10.3 of the Loan Agreement to the
extent such obligations survive termination of the Loan Agreement or (3) Titan or Molteni from its obligations under the Warrant
and (y) subject to Section 6 below, the Lenders fully and forever release and discharge each other, and each of their
respective (where applicable) agents, employees, predecessors, representatives, subsidiaries, affiliates, parents, divisions, owners,
officers, directors, attorneys, heirs, executors, administrators, successors and assigns from and against all actions, proceedings,
causes of action, claims for relief, demands, rights, titles, interests, damages, losses, costs, expenses, disbursements (including
attorneys’ fees), obligations, liabilities and other claims of every nature whatsoever, made or asserted, known, unknown
or suspect as of the date of this Agreement arising out of or related to the Loan Agreement and the other Loan Documents (other
than the Warrant), including any actions, proceedings, causes of action, claims for relief, demands, rights, titles, interests,
damages, losses, costs, expenses, disbursements (including attorneys’ fees), obligations, liabilities and other claims of
every nature whatsoever arising out of or related to the Loan Agreement and the other Loan Documents (other than the Warrant) and
(z) each Lender fully and forever releases and discharges the Collateral Agent and its (where applicable) agents, employees,
predecessors, representatives, subsidiaries, affiliates, parents, divisions, owners, officers, directors, attorneys, heirs, executors,
administrators, successors and assigns from and against all actions, proceedings, causes of action, claims for relief, demands,
rights, titles, interests, damages, losses, costs, expenses, disbursements (including attorneys’ fees), obligations, liabilities
and other claims of every nature whatsoever, made or asserted, known, unknown or suspect as of the date of this Agreement arising
out of or related to the Loan Agreement and the other Loan Documents (other than the Warrant) or such Lender’s relationship
with Titan, including any actions, proceedings, causes of action, claims for relief, demands, rights, titles, interests, damages,
losses, costs, expenses, disbursements (including attorneys’ fees), obligations, liabilities and other claims of every nature
whatsoever pursuant to the Loan Agreement and the other Loan Documents (other than the Warrant) or such Lender’s relationship
with Titan.






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(b)           Except
as otherwise set forth herein, (x) Titan fully and forever releases and discharges Molteni and its (where applicable) agents,
employees, predecessors, representatives, subsidiaries, affiliates, parents, divisions, owners, officers, directors, attorneys,
heirs, executors, administrators, successors and assigns from and against all actions, proceedings, causes of action, claims for
relief, demands, rights, titles, interests, damages, losses, costs, expenses, disbursements (including attorneys’ fees),
obligations, liabilities and other claims of every nature whatsoever, made or asserted, known, unknown or suspect as of the date
of this Agreement arising out of or related to the Molteni APA and (y) Molteni fully and forever releases and discharges Titan
and its (where applicable) agents, employees, predecessors, representatives, subsidiaries, affiliates, parents, divisions, owners,
officers, directors, attorneys, heirs, executors, administrators, successors and assigns from and against all actions, proceedings,
causes of action, claims for relief, demands, rights, titles, interests, damages, losses, costs, expenses, disbursements (including
attorneys’ fees), obligations, liabilities and other claims of every nature whatsoever, made or asserted, known, unknown
or suspect as of the date of this Agreement arising out of or related to the Molteni APA.


 


(c)           It
is expressly agreed that the claims released pursuant to this Agreement include all claims against individual employees, management
consultants, directors and officers of the parties whether or not such employees were acting within the course or scope of their
employment. For the avoidance of doubt, nothing set forth in this Agreement shall affect Molteni’s rights as an equityholder
of Titan. The provisions of this paragraph shall remain in full force and effect regardless of any termination of the Obligations
owing under the Loan Agreement and the other Loan Documents.


 


4.            Additional
Covenants


 


(a)           Effective
as of the date hereof, Titan hereby acknowledges and agrees that (i) Titan no longer holds the exclusive right to manufacture
and supply the Semi-Finished Product in the Territory for Molteni (in each case, as defined in the Molteni APA), (ii) Molteni
is hereby entitled to exercise any of its rights and remedies under Section 6.2 of the Molteni APA, and (iii) a “Conversion
Event” has occurred for the purposes of Section 2.13 of the Manufacturing Agreement, by and among Titan, DPT and Molteni,
dated August 2, 2013 and as amended on July 13, 2020 (the “DPT Agreement”). Titan shall not contest
Molteni’s delivery of a Conversion Notice (as defined in the DPT Amendment) to DPT.






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(b)          Titan
hereby represents, warrants and covenants that it has not granted, and shall not grant prior to the Closing Date, any right to
any person to use the Product Equipment. Titan acknowledges and agrees that Molteni shall have no obligation to allow any other
person to use the Product Equipment (other than DPT for the benefit of Molteni, and, subject to this Section 4(b), for the
benefit of Knight Therapeutics Inc. (“Knight”) on behalf of Titan), and Molteni shall have no obligation to
use the Product Equipment on behalf of, or for the benefit for, any other person other than Titan on behalf of Knight, subject
to this Section 4(b). The Product Equipment may be used by DPT on behalf of Knight solely as necessary for Titan to fulfill
its obligations under the Distribution and Sublicense Agreement by and between Titan (as assignee of Braeburn Pharmaceuticals, Inc.)
and Knight, dated February 1, 2016 as amended by agreement dated August 2, 2018 (the “Knight Agreement”);
provided, that (i) any such use of the Product Equipment does not affect DPT’s ability to perform its obligations
for Molteni under the DPT Agreement following the “Conversion Event” thereunder, (ii) neither Knight nor Titan
shall be permitted to have DPT use the Product Equipment to produce more than one batch of the Product for Knight per calendar
year; provided, further, that if Titan wishes to have DPT use the Product Equipment to produce more than one batch
of the Product for Knight in any one year period, Molteni and Titan shall discuss a separate agreement for such purchase on a case-by-case
basis, (iii) nothing in this Agreement shall obligate Molteni to maintain the upkeep of, or continue to own or control, the
Product Equipment, and Molteni shall be permitted to sell, abandon or fail to maintain the Product Equipment with no liability
in any respect to Titan or Knight, (iv) THE PRODUCT EQUIPMENT IS MADE AVAILABLE TO KNIGHT AND TITAN ON AN “AS IS”
BASIS, MOLTENI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PRODUCT
EQUIPMENT AND MOLTENI EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT THERETO, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MOLTENI MAKES NO GUARANTY THAT THE
PRODUCT EQUIPMENT SHALL MEET TITAN’S OR KNIGHT’S REQUIREMENTS, OR THAT THE PRODUCT EQUIPMENT SHALL BE ERROR FREE, and
(v) Titan hereby forever releases and discharges Molteni from any liability to DPT, Titan, Knight or any third party arising
from the use of the Product Equipment to perform Titan’s obligations under the Knight Agreement or Knight’s use of
any proceeds from the Product Equipment, and Titan shall defend, indemnify and hold Molteni harmless from any claims, damages,
liabilities, penalties, fees, costs and expenses (including reasonable attorneys’ fees) arising from any claim made in connection
with the foregoing.


 


(c)           Titan
hereby acknowledges and agrees that (i) Molteni, on January 20, 2020 has delivered the purchase order nr. 4500007147
to Titan in accordance with the terms of the DPT Agreement and (ii) Titan has accepted such purchase order delivered by Molteni
in accordance with the terms of the DPT Agreement and shall, or shall cause DPT, to perform its obligations under such purchase
orders as specified therein (the “Ordered Products”).


 


(d)           Titan
shall provide Molteni prior written notice of any sale, assignment, transfer, granting or licensing of the right to make, have
made, sell, commercialize, market, manufacture or develop the Product, or any intellectual property associated therewith, in the
United States or Canada, to a third party.






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(e)            Except
with respect to the Knight Agreement, any agreement with a third party relating to the sale, assignment, transfer, granting or
licensing of the right to make, have made, sell, commercialize, market, manufacture or develop the Product, or any intellectual
property associated therewith in any jurisdiction outside of the Product Territory shall expressly require that such third party
(i) acknowledge and agree that it has no right to use the Product Equipment, or to cause DPT or Molteni to use the Product
Equipment for its benefit, and (ii) covenant that it shall not (A) challenge the validity or enforceability of any of
the Product Intellectual Property in the Product Territory, (B) otherwise interfere with or dispute Molteni’s rights
in any of the Product Intellectual Property, or Molteni’s right to make, have made, sell, commercialize, market, manufacture
or develop the Product, in the Product Territory, or (C) file, apply for or seek to register any intellectual property rights
or other rights in the Product in the Product Territory or that otherwise conflict with the Product Intellectual Property. Effective
upon the Closing Date, Titan shall not (W) make, have made, sell, commercialize, market, manufacture or develop the Product
anywhere in the Product Territory, (X) challenge the validity or enforceability of any of the Product Intellectual Property
in the Product Territory, (Y) otherwise interfere with or dispute Molteni’s rights in any of the Product Intellectual
Property, or Molteni’s right to make, have made, sell, commercialize, market, manufacture or develop the Product, in the
Product Territory, or (Z) file, apply for or seek to register any intellectual property rights or other rights in the Product
in the Product Territory or that otherwise conflict with the Product Intellectual Property.


 


(f)            Each
of Titan and Molteni shall use its best efforts to take all such action as may be necessary or appropriate to effectuate the transactions
contemplated by this Agreement, including the delivery of the Conversion Notice. If, at any time after the date hereof, any further
action is necessary or desirable to carry out the purposes of this Agreement, including effectuating the “Conversion Event”
under the DPT Agreement or the assignment of the Product Intellectual Property, upon the request of Molteni, Titan shall promptly
execute any documents, and take any actions reasonably required to give Molteni or its designee or assignee the full benefit of
this Agreement, and the transactions and assignments contemplated by this Agreement, including the execution and delivery of any
affidavits, declarations, oaths, exhibits, assignments, powers of attorney, or other documents, as may be necessary to effect,
evidence, perfect or record the assignment of the Product Intellectual Property in any applicable filing jurisdictions in the Product
Territory to Molteni or its designees or assignees. Titan hereby irrevocably grants Molteni power of attorney to execute and deliver
any of the documents referenced in this Agreement on Titan’s behalf in its name and to do all other lawfully permitted acts
necessary to exercise the “Conversion Event” under the DPT Agreement or transfer the Product Intellectual Property
to Molteni or its designee or assignee, to further the transfer, issuance, prosecution, and maintenance of all intellectual property
rights therein, and to perfect the transfer of the Product Intellectual Property in the Product Territory, in each case to the
fullest extent permitted by law. The power of attorney is coupled with an interest and shall not be impacted by a Titan’s
subsequent incapacity.


 


5.            As
of the date hereof, the aggregate liabilities of Titan (excluding any liabilities for Obligations owing under the Loan Agreement
and the other Loan Documents) do not exceed Three Million Dollars ($3,000,000).






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6.            Reinstatement.
Notwithstanding anything to the contrary contained herein, Titan acknowledges and agrees that if, at any time on or after the date
hereof, all or any portion of the Settlement Consideration is avoided, rescinded, set aside or otherwise must be returned or repaid
by any recipient whether in any bankruptcy, reorganization, insolvency or similar proceeding involving Titan (a) the Obligations
and indebtedness of Titan to the Collateral Agent and the Lenders (net of the amount of the Settlement Consideration which is not
so avoided, rescinded, set aside or otherwise returned or repaid by any such recipient), and any such liens in respect thereof
released pursuant to this Agreement, shall be reinstated and shall be enforceable against Titan and any of its successors and assigns
and (b) Sections 3(a)(w), 3(a)(x) and 3(a)(y) above shall be deemed ineffective. In such event, Titan shall remain
liable to such recipient for the amount so repaid or recovered to the same extent as if such amount had never originally been received
by the recipient, with interest accruing thereon from and after the date such amount is so repaid or recovered. The provisions
of this paragraph shall remain in full force and effect regardless of any termination of the Obligations owing under the Loan Agreement
and the other Loan Documents.


 





7.            This
Agreement may be executed in separate counterparts, which, together, shall constitute one and the same agreement. Any signature
delivered by a party electronically or by facsimile shall be deemed to be an original signature hereto.


 


8.            This
Agreement sets forth the entire understanding of the parties with respect to the subject matter of this Agreement. Neither of the
Creditor Parties nor Titan has made to the other party, with respect to the subject matter of this Agreement, any promise, representation
or warranty, oral or written, express or implied in fact or by law except as set forth in this Agreement. No party is entering
into this Agreement in reliance upon, or is concerned with the accuracy or completeness of anything, oral or written, expressed
or given to it by any other party, except as set forth in this Agreement.


 


9.            If,
at any time after the date of the execution of this Agreement, any provision of this Agreement shall be held to be illegal, void,
or unenforceable by a court of competent jurisdiction, such provision shall be of no force and effect. However, the illegality
or unenforceability of such provision shall have no effect upon, and shall not impair the enforceability of, any other provision
of this Agreement.


 


10.          This
Agreement shall inure to the benefit of and be binding upon the parties to this Agreement and their respective successors, assigns,
licensees, heirs, executors, administrators and legal representatives.


 


11.          Notwithstanding
any other terms herein, in the event that Titan has not completed the Equity Financing and delivered the Settlement Consideration
to Lenders as provided herein prior to December 31, 2020 (the “Outside Date”), this Agreement, except for
Section 4(a) and Section 4(c) hereof which shall survive and remain in full force and effect regardless of
whether or not the Equity Financing or the delivery of the Settlement Consideration occurs, shall terminate void ab initio
and such failure to complete the Equity Financing and deliver the Settlement Consideration to Lenders as provided herein shall
immediately constitute a Specified Breach under the Loan Agreement. In such case, all Obligations owed by Titan to Creditor
Parties under the Loan Agreement and the other Loan Documents (including, for the avoidance of doubt, all accrued and unpaid interest
from the date of this Agreement to and including the Outside Date), all security interest granted to the Collateral Agent or any
Lender and all liens with respect to any Collateral, in each case, under the Loan Agreement and the other Loan Documents shall
remain unaffected and shall immediately become enforceable against Titan in accordance with the terms of the Loan Agreement and
the other Loan Documents.






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12.          This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. THE PARTIES HERETO
CONSENT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, SITTING IN THE CITY OF NEW YORK AND
BOROUGH OF MANHATTAN AND FURTHER CONSENT THAT ANY PROCESSOR NOTICE OR OTHER APPLICATION TO ANY COURT OR A JUDGE THEREOF MAY BE
SERVED WITHIN OR WITHOUT THE STATE OF NEW YORK BY CERTIFIED MAIL OR BY PERSONAL SERVICE, PROVIDED A REASONABLE TIME FOR APPEARANCE
IS ALLOWED. EACH PARTY HERETO HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF ANY OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.


 


13.          No
amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Titan and Molteni;
provided, however, that notwithstanding the foregoing, any amendment to the rights or obligations of Horizon shall
require the consent of Horizon. No waiver by any party hereto of any default, misrepresentation or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach
of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.


 


14.          It
is acknowledged and agreed that this document constitutes a “Loan Document” for purposes of Section 10.3 (Indemnification
and Waiver of the Loan Agreement).


 


[Signature pages follow]






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IN WITNESS WHEREOF,
and intending to be legally bound hereby, the parties have executed this Agreement as of the date set forth below.


 


	 	TITAN PHARMACEUTICALS, INC.
	 	 
	 	 
	 	By:	/s/ Marc Rubin
	 	 	Name: Marc Rubin
	 	 	Title: Executive Chairman
	 	 	 
	 	 	 
	 	HORIZON CREDIT II LLC
	 	 	 
	 	 	 
	 	By:	/s/ Robert D. Pomeroy, Jr.
	 	 	Name: Robert D. Pomeroy, Jr.
	 	 	Title: CEO
	 	 	 
	 	L. MOLTENI & C. DEI F.LLI ALITTI SOCIETÀ DI ESERCIZIO S.P.A.
	 	 	 
	 	By:	
	 	 	Name: Bruno De Bortoli
	 	 	Title: Managing Director










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ANNEX 1


 


DEFINITIONS


 


“Data”
means any and all research data, pharmacology data, preclinical data, clinical data, medical chemistry, commercial, marketing,
process development, manufacturing and other data or information, including investigator reports (both preliminary and final),
statistical analyses, expert opinions and reports, and safety data, in each case generated from clinical or non-clinical studies,
research or testing specifically related or directed to the Compound, Semi-Finished Product and/or the Final Product(s) (in
each case, as defined in the Molteni APA), in each case, in the Product Territory, together with all documentation submitted, or
required to be submitted, to any regulatory or governmental authority in the Product Territory.


 


“Intellectual
Property Related Documentation” means each of the following in paper, digital or other form: (a) all letters patent
relating to the patents and patent applications included in the Product Intellectual Property; (b) all assignment agreements
relating to the Product Intellectual Property; (c) the prosecution files and dockets relating to any of the Product Intellectual
Property, including all written communications provided to or received from any governmental authority, original granted patents,
trademark certificates of registration, and patent or trademark prosecution files held by prosecuting attorneys, in each case relating
thereto; (d) all documents and materials evidencing dates of invention, including dates of conception and reduction to practice,
in respect of the patents and patent applications included in the Product Intellectual Property, (e) litigation files to the
extent relating to actions, suits or proceedings brought or considered to be brought for infringement or misappropriation of the
Product Intellectual Property; (f) infringement claim charts for the patents and patent applications included in the Product
Intellectual Property prepared by or for the Titan (if any); and (g) all books, records, files, ledgers or similar documents
used by Titan to track, organize or maintain the Product Intellectual Property, including any dossier, in each case in the Product
Territory.


 


“Know-How”
means any non-public information, ideas, inventions, works of authorship, trade secrets, technology, or materials, including formulations,
molecules, assays, reagents, compounds, compositions, human or animal tissue, samples or specimens, and combinations or components
thereof, whether or not proprietary or patentable, and whether stored or transmitted in oral, documentary, electronic or other
form, in each case, in the Product Territory.


 


“Product”
means, collectively, the Product, Compound, Semi-Finished Product and/or the Final Product(s) (each as defined in the Molteni
APA).


 


“Product Territory”
means anywhere in the world, excluding the United States and Canada.


 


“Regulatory
Documents” means all dossiers, filings, applications, modifications, amendments, notifications, supplements, revisions,
reports, submissions, authorizations, registrations, and approvals, including any IND or NDA, and any reports or amendments necessary
to maintain Regulatory Approvals (in each case, as defined in the Molteni APA) in the Product Territory.






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EXHIBIT A


 


FORM OF BILL OF SALE


 






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EXHIBIT B


 


LIST OF FIXTURES, EQUIPMENT
AND OTHER ASSETS HELD BY DPT


 




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EXHIBIT C


 





[FORMS OF IP ASSIGNMENTS]


 




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EXHIBIT D





 


LIST OF PATENTS AND PATENT APPLICATIONS


 




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EXHIBIT E





 


LIST OF TRADEMARKS AND TRADEMARK APPLICATIONS


 




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EXHIBIT F





 


[FORMS OF IP RELEASES]






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