Exhibit 10.21


 


Execution Copy


  


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT
(this “Agreement”) is made as of September 26, 2021 (the “Effective Date”), by and among HCFP/Portfolio
Services LLC, a Delaware limited liability company (“HCFP”), Scopus BioPharma Inc., a Delaware corporation (the “Company”),
and HCFP’s principals, Ira Greenspan, Joshua Lamstein, and Robert Gibson (together, the “Principals”).


 


WITNESSETH:


 


WHEREAS HCFP and the
Company entered into a Management Service Agreement dated September 1, 2017 (the “MSA”) pursuant to which HCFP agreed
to provide management services to the Company;


 


WHEREAS the Principals
and HCFP have provided the services contemplated under the MSA, which contemplated employing a separate Chief Executive Officer (“CEO”)
and included supporting the CEO (the “Services”);


 


WHEREAS, in addition
to providing the Services, HCFP and the Principals have provided, and continue to provide, additional services beyond what was initially
contemplated under the MSA, including, but not limited to, managing the day-to-day operations of the Company (“Additional Services”);


 


WHEREAS, the Company
recognizes the increased risk of litigation faced by HCFP and the Principals as a result of the Additional Services that HCFP and the
Principals have provided and continue to provide to the Company; and


 


WHEREAS in consideration
of the additional benefits obtained by the Company from the Additional Services, the Company wishes to provide an appropriate level of
protection for the increased risk of litigation faced by HCFP and the Principals by agreeing to the additional indemnification provided
herein.


 


NOW, THEREFORE,
in consideration of the promises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.


 


		1.	Indemnification. 



 


(a)               
The Company shall indemnify and hold harmless the Principals, HCFP, and HCFP’s affiliates (including, but not limited to,
entities under HCFP’s and/or the Principals’ common control), subsidiaries, directors, officers, employees, partners,
members, agents, successors and assigns (the “HCFP Affiliates”) (together, the “Indemnified
Parties”) for and against any and all demands, suits, penalties, fines, liens, judgments, obligations, damages, claims,
losses, liabilities, payments, costs and expenses, including legal, accounting and other expenses in connection therewith and costs
and expenses incurred in connection with investigations and settlement proceeds (collectively, “Losses”) suffered
or incurred by the Indemnified Parties, arising out of, attributable to, based upon, in connection with or resulting from:


 






     


     


    

 


(i)                
any disputes, litigation, or threatened litigation that exist prior to or commence after the Effective Date of this Agreement involving
Dr. Morris C. Laster, including but not limited to, the purported ownership of certain of the Company’s shares (the “Disputed
Shares”) as disclosed in Dr. Laster’s April 1, 2021 Schedule 13D filing with the U.S. Securities & Exchange Commission
(“Share Ownership Dispute” and, collectively, the “Laster Dispute”);


 


(ii)             
any disputes, litigation, or threatened litigation that exist prior to or commence after the Effective Date of this Agreement involving
Ashish Sanghrajka and any of the Indemnified Parties (“Sanghrajka Dispute”); and


 


(iii)           
any disputes, litigation, or threatened litigation that exist prior to or commence after the Effective Date of this Agreement involving
Paul Hopper and any of the Indemnified Parties (“Hopper Dispute”); and


 


(iv)            
any disputes, litigation, or threatened litigation that exist prior to or commence after the Effective Date of this Agreement arising
or resulting from any of the Indemnified Parties’s affiliation with or inolvement with the Company, including but not limited to,
in connection with the provision of Additional Services, regardless of whether that involvement or affiliation was caused by or by virtue
of the fact that the Indemnified Party was acting as an officer of the Company, in each case contemplated by this clause (iv), subject
to the limitations contained in the Company’s certificate of incorporation and the Delaware General Corporatiion Law (“Service
Dispute”).


 


Notwithstanding the foregoing, nothing in this
Agreement shall limit, supersede, or eliminate any indemnification rights or obligations of HCFP or the Principals and the Company already
existing under the MSA, the Company’s bylaws, or the certificate of incorporation.


 


		2.	Advancement of Fees. 



 


(a)               
If any of the Indemnified Parties becomes a party to a litigation or proceeding or are otherwise involved in any way in any Service Dispute,
Share Ownership Dispute, Laster Dispute, Sanghrajka Dispute and/or Hopper Dispute, the Company shall advance any and all expenses incurred
in connection therewith (the “Advanced Fees”) to each Indemnified Party, including but not limited to legal fees, incurred
by the Indemnified Party in connection with the disputes (the “Expenses”). The Company shall advance any and all Expenses
within thirty days of an Indemnified Party’s written request.


 


		3.	Indemnification for Expenses Incurred in Enforcing Rights. 



 


The Company shall indemnify the Indemnified Parties
against any and all Expenses that are incurred by the Indemnified Parties in connection with any action brought by the


  


Indemnified Parties for indemnification or advance payment of Expenses
by the Company under this Agreement or any other agreement or under applicable law.


 






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		4.	Notice of Loss. 



 


(a)              
Each Indemnified Party shall give the Company, as applicable, written notice of any claim, event or matter that such Indemnified Party
believes has given or will give rise to a right of indemnification under this Agreement, as promptly as practicable after such Indemnified
Party receives notice of such claim, event or matter; provided that the failure to provide such notice shall not release the Company
from any of its obligations under this Agreement except to the extent that the Company is materially prejudiced by such failure.


 


		5.	Notices.



 


All notices or communications made or sent in connection
with this Agreement shall be in writing and shall be personally delivered or sent by registered or certified mail, return receipt requested,
postage prepaid, to the parties at the following addresses:


 


	If to the Company:	Scopus BioPharma Inc.




420 Lexington Avenue, Suite 300


New York, New York 10170


 


	If to HCFP:	HCFP




420 Lexington Avenue, Suite 300


New York, NY 10170


 


	If to Ira Greenspan:	Ira Scott Greenspan




420 Lexington Avenue, Suite 300


New York, NY 10170


 


	If to Joshua Lamstein:	Joshua Lamstein




420 Lexington Avenue, Suite 300


New York, NY 10170


 


	If to Robert Gibson:	Rob Gibson




420 Lexington Avenue, Suite 300


New York, NY 10170


  



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		6.	Miscellaneous.



 


(a)              
This Agreement may be modified or amended only by an agreement in writing signed by HCFP, the Principals and the Company. No waiver of
any term or provision hereof shall be effective unless in a writing signed by the party waiving such term or provision.


 


(b)              
If any provision of this Agreement or the application thereof to any party or circumstance shall be held to be invalid, illegal, unenforceable,
or inconsistent with any present or future law, ruling, rule, or regulation of any court or governmental or regulatory authority having
jurisdiction over the subject matter of this Agreement, such provision shall be rescinded or modified in accordance with such law, ruling,
rule, or regulation, and the remainder of this Agreement, or the application of such provision to the parties or circumstances other than
those as to which it is held inconsistent, shall not be affected thereby and shall be enforced to the greatest extent permitted by law.


 


(c)              
This Agreement may be executed in one or more counterparts, all of which taken together shall constitute a single agreement.


 


(d)              
Any headings herein are inserted for convenience of reference only and shall be ignored in the construction and interpretation hereof.


 


(e)               
This Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws
of the State of New York, without giving effect to its principles of conflicts of law. The parties hereby consent to resolve any dispute
arising hereunder by submission of such dispute to binding arbitration


 


under the auspices of the American
Arbitration Association (“AAA”) in New York City under the Commercial Arbitration Rules of the AAA before a panel
of three arbitrators selected from the panels of arbitrators of the AAA; provided that one arbitrator shall be selected by
the Company, the second arbitrator shall be selected by one of the Indemnified Parties, and the third arbitrator shall be selected
by the two previously selected arbitrators. Notwithstanding anything herein contained to the contrary, (i) the parties hereto shall
be permitted to seek injunctive relief from any court having jurisdiction over the subject matter hereof in furtherance of any such
party’s rights hereunder, (ii) the parties hereto shall have the right to seek enforcement of any arbitration award by any
court having jurisdiction over the award and (iii) the parties hereto hereby consent to the jurisdiction of any United States
Federal court or State court located in the Borough of Manhattan, The City of New York in connection with clauses (i) and (ii) of
this Section 6(e). Each of the parties hereto acknowledges that if it fails to perform any of its obligations under this Agreement,
immediate and irreparable harm or injury would be caused to the other parties hereto for which money damages would not be an
adequate remedy. In such event, the parties hereto agree that each party hereto shall have the right, in addition to any other
rights it may have, to immediate injunctive relief without proof of actual damages or the posting of bond or other security.
Accordingly, if any party hereto should institute an action or proceeding seeking such equitable relief, the other parties hereto
hereby waive the claim or defense that any such party hereto has an adequate remedy at law and hereby agree not to assert in any
such action or proceeding the claim or defense that such a remedy at law exists. The parties hereto further agree to waive any
requirements for the securing or posting of any bond in connection with obtaining any such equitable relief.


 






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(f) This Agreement, including
the indemnification obligations of the parties hereto, shall not be deemed to be exclusive of any other rights to which any Indemnified
Party may be entitled at law or in equity and shall inure to the benefit of the heirs, successors and administrators of such Indemnified
Parties.


  


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IN WITNESS WHEREOF, the parties have executed this Agreement on
the date first written above.


 


	 	HCFP/Portfolio Services LLC
	 	 
	 	By:	/s/ rOBERT
    J.GIBSON
	 	 	Name:	 ROBERT J. GIBSON
	 	 	Title:	 MANAGING DIRECTOR




  


	 	Scopus BioPharma Inc
	 	 
	 	By:	/s/ Joshua R. Lamstein
	 	 	Name:	 Joshua R. Lamstein
	 	 	Title:	 Chairman


 





	 	Ira Scott Greenspan
	 	 
	 	By:	/s/ Ira Scott Greenspan
	 	 	Name:	 Ira Scott Greenspan
	 	 	Title:	 Individual


  


	 	Joshua  Lamstein
	 	 
	 	By:	/s/ Joshua R. Lamstein
	 	 	Name:	 Joshua Lamstein
	 	 	Title:	 Individual


 


	 	 Robert Gibson
	 	 
	 	By:	/s/ Robert J.Gibson
	 	 	Name:	 ROBERT J. GIBSON
	 	 	Title:	 INDIVIDUAL