Exhibit 10.3


 


Confidential


 


AMENDMENT
NO. 2


TO
THE MATERIAL TRANSFER, OPTION AND RESEARCH LICENSE AGREEMENT


EFFECTIVE
AS OF DECEMBER 1, 2014


 


WHEREAS,
Aegis Therapeutics,
LLC, (“Aegis”)
and Lightlake Therapeutics Inc.
(“Lightlake”) have
previously entered into the Material Transfer, Option and Research License Agreement dated as of December 1, 2014, as amended
on December 16, 2014 (the “Agreement”);
and


 


WHEREAS,
the Parties wish to amend that Agreement effective May 19, 2015 (the “Amendment
Effective Date”).


 


NOW,
THEREFORE, in consideration of, among other things, the premises, representations, respective covenants and agreements
contained herein, each party hereby agrees to the following:


 


		1.	Section B.3.a shall be deleted in its entirety and replaced with the following (the words in italics, bolded and underlined
represent the new language):



 


“Aegis
hereby grants to Lightlake an exclusive royalty-free research license to the Technology for a period beginning on the Effective
Date and ending August 17, 2015
(the “Compound Research Period”)
for the sole purpose of (i) conducting the Study with the Compound and such other activities as described herein and (ii)
evaluating Lightlake’s interest in licensing the Technology in the Field for the Compound (the “Compound
Purpose”). The Technology may not be used in clinical trials involving human subjects without the written
permission of Aegis. During the Compound Research Term, Lightlake may provide the Technology to contract research or service organizations
to perform the Studies or activities contemplated in Attachment A, provided that such organizations have confidentiality obligations
at least as protective as those set forth in this Agreement. The Compound Research Period may be extended through
February 13, 2016 by Lightlake (the “First
Extension”), in its sole discretion, making a non-refundable payment of $150,000 (the “First
Extension Fee”) prior to October
13, 2015. There may be a second extension of the Contract Research Period through
August 11, 2016 by Lightlake, (the “Second
Extension”) in its sole discretion, making another non-refundable payment of $150,000 (the “Second
Extension Fee”) prior to February
13, 2016. Lightlake may elect to pay up to 50% of both Study Fee extensions by issuing to Aegis
shares of Lightlake’s common stock subject to the provisions of Section B.1 of this Agreement with the measurement date
for determining the number of shares to be issued set as August
17, 2015 for the First Extension. In the event that Lightlake exercises the Lightlake Option prior to the Second
Extension, then First Extension Fee shall be fully creditable against the Upfront License Fee (as defined in Attachment B) provided
that the definitive License Agreement has been executed during the 120 day period following exercise of the Lightlake Option.
In the event that Lightlake exercises the Lightlake Option subsequent to the Second Extension, then only the Second Extension
Fee shall be fully creditable against the Upfront License Fee (as defined in Attachment B) provided that the definitive License
Agreement has been executed during the 120 day period following exercise of the Lightlake Option.


 


		2.	All other terms and conditions of the Agreement shall
remain in full force and effect.



 




    	 	1	 



     


    

  


Confidential


 


		3.	This Agreement may be executed in counterparts, each of which shall be deemed to be an original and together shall be deemed
to be one and the same agreement. A facsimile copy of this Agreement bearing the signature (original or facsimile version) of both
parties shall be binding on the parties.



 


IN
WITNESS WHEREOF, the parties have caused this Amendment No. 2 to the Agreement to be executed by their respective duly
authorized officers as of the Amendment Effective Date.


 


	 	Aegis Therapeutics, LLC
	 	 
	 	By:	/s/ Ralph R. Barry
	 	 	Ralph R. Barry
	 	 	Chief Business Officer
	 	 	 
	 	Lightlake Therapeutics Inc.
	 	 	 
	 	By:	/s/ Kevin A. Pollack
	 	 	Kevin A. Pollack
	 	 	Chief Financial Officer


 




    	 	2