Exhibit 10.1


 





BINDING
AGREEMENT 


 


 


Immune
Pharmaceuticals Inc. ("Immune") and Novel Pain Therapeutics, LLC (“NPT” and, together with Immune, the “Parties”)
entered into an option agreement on May 15, 2016 followed by an amendment on July 15, 2016 regarding the development and commercialization
of Amiket. The parties now agree that NPT or its designees shall purchase up to $20,000,000 of the capital stock of Maxim Pharmaceuticals,
Inc. (“Maxim”), a wholly owned subsidiary of Immune formed to own Immune’s AmiKetTM and other pain and
neurology products, subject to the terms and conditions of this Agreement.


 


Each
Party has determined that it is in its best interests to execute and be bound by this agreement of terms (the "Agreement").
Accordingly, the Parties are executing this Agreement as of the date set forth on the signature page hereto (the "Effective
Date") intending to be legally bound by the terms set forth herein and to create legally enforceable obligations and rights
as set forth herein. Immediately following the execution of this Agreement, the Parties will negotiate in good faith the terms
of a definitive agreement regarding the transaction (a "Definitive Agreement") described in, and incorporating the terms
set forth in, this Agreement and containing such other provisions that are usual and customary in security purchase agreements,
which Definitive Agreement, when executed by the Parties will supersede and replace in its entirety this Agreement; provided that,
this Agreement shall continue to be binding on the Parties in the event that the Parties do not execute such Definitive Agreement.


 


	Transaction
    Overview 	 	NPT
    or its designees shall purchase securities of Maxim for an aggregate purchase price of up to $20,000,000, subject to the terms
    and conditions hereof, as follows:
	 	 	 
	Funding
    Schedule	 	NPT
or its designees shall purchase $5,000,000 of Maxim securities within 30 days of the execution of this Agreement at a pre-money
valuation of $15,000,000 and an additional of up to $15,000,000 of Maxim securities in multiple tranches at pre-agreed prices
within 360 days of the execution of this Agreement, in each case subject to (a) NPT or its designees, Immune and Maxim theretofore
entering into a mutually satisfactory Definitive Agreement and the satisfaction of any conditions set forth therein, and (b) Immune
and NPT’s or its designees’ satisfaction with the Maxim’s board’s selection of a Chief Executive Officer
and the terms of his or her appointment, and (c) (i) the transfer from Immune to Maxim of all of Immune’s right, title and
interest in and to Immune’s AmiKet and Amiket Nano products and (ii) the transfer from Maxim to Immune of all of Maxim’s
rights, title and interest in and to Maxim’s Azixa, Crilobulin and Ceplene products.

	 	 	 
	Board
    Rights	 	Maxim’s
    board of directors shall consist of five directors.  Upon consummation of the $5,000,000 investment, holders of
    a majority of the $5,000,000 of purchased Maxim securities (the “Required Majority”) shall have the right to appoint
    one board member (the “NPT Member”).
	 	 	 



 






     


     


    

 


	Chief
    Executive Officer	 	The
    board of directors of Maxim shall appoint a Chief Executive Officer, within 30 days of the execution of this agreement. The
    CEO shall also be one of the five board members.  He or she shall not be the NPT Member. Maxim’s board may
    not appoint a Chief Executive Officer without the consent of the Required Majority.
	 	 	 
	Further
    Assurances 	 	Each
        party hereto shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action and all things
        reasonably necessary to consummate and make effective the transactions contemplated by this Agreement. In case at any
        time after the date of this Binding Agreement any further action is necessary to carry out the purpose of this Binding
        Agreement, the Parties will take or cause to be taken all such necessary or appropriate actions and shall bear their own
        cost of any such actions.

         

        This
agreement is transferable to designees with express consent of Immune Pharmaceuticals and NPT.

	 	 	 
	Governing
    Law; \Enforcement 	 	This
    letter agreement shall be governed by the laws of the State of New York. Any dispute or controversy arising under or related
    in any way to this letter agreement shall be adjudicated by a court of competent jurisdiction located in the State of New
    York. Each party recognizes that the rights contained herein and the benefits arising therefrom are unique and damages cannot
    provide an adequate remedy in the event of a breach of this letter agreement. 


 


 


 


 


[signature page
follows immediately]


 






     


     


    

 


AGREED to as
of September 15, 2016


 





	Immune Pharmaceuticals Inc.	 
	 	 
	By: /s/ Daniel G. Teper 	 
	Name: Daniel G. Teper 	 
	Title: CEO	 
	 	 
	 	 
	 	 
	Novel Pain Therapeutics, LLC	 
	 	 
	By: /s/ Mark Fawer	 
	Name: Mark Fawer	 
	Title: Managing Member	 





 


[Signature-page to Binding Agreement]