Exhibit
10.3


 


AMENDED
AND RESTATED LICENSE AGREEMENT


 


This
Amended and Restated License Agreement (this “Agreement”) is entered on this 8th day of June, 2017, between Relmada
Therapeutics, Inc., a Nevada corporation (“Relmada”), and Actinium Pharmaceuticals, Inc., a Delaware corporation (“Actinium”),
with respect to the office space (the “Premises”) located on the 7th floor of the office building located
at 275 Madison Avenue, New York, New York (“the Building”), upon and subject to the following terms and conditions:


 


This
Agreement amends and restates in its entirety that certain Office Space License Agreement, dated as of March 10, 2016 and effective
as of January 1, 2016, between Relmada and Actinium (the “Original Agreement”) for office space within the Premises.
This Agreement is intended to and does completely amend and restate the Original Agreement.


 


A.       As
of the date hereof, Relmada and Actinium have entered into an Assignment and Assumption Agreement (the “Assignment and Assumption”)
pursuant to which Actinium will occupy the entire Premises in accordance with the terms thereof and assume Relmada’s obligations
under that certain Lease, dated June 9, 2015, (the “Lease”) between 275 Madison Avenue RPW 1 LLC and 275 Madison Avenue
RPW 2 LLC RPW (as successor in interest to GP 275 Owner, LLC) and Relmada, among other things.


 


B.       Relmada
and Actinium desire to amend and restate the Original Agreement with respect to Actinium’s occupancy of the Client Area
(as defined under the Original Agreement”), to reflect Actinium’s continued license to use the furniture, fixtures,
equipment and tenant improvements (collectively, “FFE”) located in the Premises.


 


NOW
THEREFORE, in consideration of the License Fee (as hereinafter defined) to be paid, the mutual covenants and agreements herein
contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:


 


1.       License
to Use: (a) Relmada hereby grants Actinium the license to use the FFE that is located in the Premises, a schedule of which is
attached hereto as Exhibit A, for a period of time that shall be coterminous with the Lease (the “Term”). For the
duration of the Term, Actinium shall pay Relmada the amount of $7,529.00 per month (the “Licensee Fee”) on the first
calendar day of each month.


 


(b)
This FFE use license is granted, and Actinium hereby accepts such license, on an “AS-IS, WITH ALL FAULTS” basis, without
recourse, representation or warranty of any kind or nature, express or implied, including without limitation, habitability, merchantability
or fitness for a particular purpose.


 


(c)
During the Term, Actinium, at its sole cost and expense, shall keep and maintain the FFE, in a good state of repair, normal wear
and tear excepted, and shall be responsible for replacement and/or repair of any FFE which is not returned because it is damaged,
lost or stolen. Actinium shall not remove any of the FFE from the Premises without prior written approval of Relmada. Relmada
shall be granted access to the Premises at reasonable times, upon advance written notice for the purposes of inspecting the FFE.
Relmada shall have no obligation to repair, maintain or insure any of the FFE. Actinium, at its sole cost and expense, shall insure
the FFE (and name Relmada as additional insured) for its full replacement value.


 






     

     


    

 


(d)
At the expiration or earlier termination of Term, the FFE shall be returned and surrendered to Relmada, at such location as designated
by Relmada, in good condition and repair, reasonable wear and tear excepted.


 


(e)
Actinium shall not have the right to and shall not (i) remove the FFE from the Premises or modify the FFE in any way, or
(ii) pledge or encumber any of the FFE in any way.


 


2.       Right
to Purchase: Actinium shall have at any time during the Term of this Agreement the right to purchase the FFE by delivering written
notice of such intent to Relmada together with a tender of payment of a purchase price equal to the FFE Consideration (as hereinafter
defined). The purchase contemplated by the previous sentence will be effected by the execution and delivery by the parties of
a Bill of Sale in form and substance mutually acceptable to both parties. “FFE Consideration” shall mean $ 496,909.00
less any License Fee(s) previously paid by Actinium.


 


3.       Termination
of License to use “Client Area” (as defined in the Original Agreement): Upon the execution by both parties of the
Assignment and Assumption, the Original Agreement shall be deemed terminated as relating to Actinium’s occupancy of the
Client Area, except for any covenant, term, condition or agreement to be complied with or performed by Actinium under the Original
Agreement prior to the date hereof, which shall be deemed to survive.


 


4.
      Default: Each of the following shall constitute a “Default” by Actinium:




 


(a)       The
failure of Actinium to pay any sum when due, and such failure continues for a period of five (5) days thereafter.


 


(b)       Actinium
shall become insolvent or unable to pay its debts as they become due, or Actinium notifies Relmada that it anticipates either
condition; or Actinium files a petition under any section or chapter of the United States Bankruptcy Code, as amended from time
to time; or a petition shall be filed against Actinium under such statute or Actinium notifies Relmada that it knows such a petition
will be filed and such petition is not withdrawn or dismissed within sixty (60) days of filing; or a receiver or trustee is appointed
to take possession of substantially all of Actinium’s assets located at the Premises or of Actinium’s interest in
this Agreement is legally attached or seized.


 


(c)       Actinium
shall fail to perform, in whole or in part, any of the other obligations under this Agreement and such failure or non-performance
continues for a period of five (5) days after written notice thereof has been given by Relmada.


 


5.       Remedies
- Termination: (a) If a Default occurs, then at any time thereafter, prior to the curing thereof, Actinium shall be deemed to
have automatically exercised its right to purchase the FFE pursuant to Section 2 hereof and the FFE Consideration shall be immediately
due and payable, and Relmada may exercise any and all rights and remedies available to Relmada, with or without notice of demand,
under this Agreement, at law, or in equity, to recover and collect the FFE Consideration and/or to terminate this Agreement.


 


(b)
Actinium shall pay all reasonable attorney and other fees, expenses and costs incurred by Relmada in protecting its rights under
this Agreement and/or for any action taken by Relmada to collect any amounts due by Actinium under this Agreement.


 






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6.       Indemnification:
Actinium covenants and agrees to indemnify and hold Relmada harmless from and against any and all losses, damages, costs, charges,
counsel fees and other expenses of every nature and character whatsoever which may be incurred by Relmada by reason of Actinium's
use of the FFE and by reason of Actinium’s failure to comply or perform any covenant, term, condition, or agreement in this
Agreement to be complied with or performed by Actinium.


 


7.       Entire
Agreement: This Agreement, including all Exhibit(s) attached hereto (which Exhibit(s) are hereby incorporated herein and shall
constitute a portion hereof), contains the entire agreement between Relmada and Actinium with respect to the subject matter hereof.


 


8.       Severability:
It is the intention of the parties hereto that if any provision of this Agreement is capable of two constructions, one of which
would render the provision invalid and the other of which would render the provision valid, then the provision shall have the
meaning which renders it valid. If any term or provision of this Agreement, or the application thereof to any person or circumstance,
shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision
to other persons or circumstances, shall not be affected thereby, and each term and provision of this Agreement shall be valid
and enforced to the fullest extent permitted by law.


 


9.       Counterparts:
This Agreement may be executed in any number of separate counterparts, all of which counterparts taken together shall constitute
the entirety of this Agreement.


 


IN
WITNESS WHEREOF, Relmada and Actinium have executed this Agreement as of the date first above written.


 


	RELMADA
    THERAPEUTICS, INC.	 
	 	 	 
	By:	/s/
    Sergio Traversa	 
	Name:	Sergio
    Traversa	 
	Title:	Chief
    Executive Officer	 


 


	ACTINIUM
    THERAPEUTICS, INC.	 
	 	 	 
	By:	/s/
    Steve O’Loughlin	 
	Name:	Steve
    O’Loughlin	 
	Title:	Principal
    financial Officer	 


 




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EXHIBIT
A


 


ITEMIZED
INVENTORY OF FFE