Ohr Pharmaceutical, Inc. 10-K
Exhibit 10.2(c)


 





CONSULTING AGREEMENT AND RELEASE




This Consulting
Agreement and Release (this “Agreement”) is entered into as of the 11th day of December, 2015, by and between Ohr
Pharmaceutical, Inc., hereinafter referred to as the “Company” and Irach B. Taraporewala, hereinafter referred to
as the “Consultant.”


WHEREAS, the Company
wishes to engage the Consultant to provide transition advisory services to the Company; and


WHEREAS, the Consultant
is willing to accept such engagement on the terms and conditions set forth in this Agreement;


NOW, THEREFORE, in
consideration of the mutual premises, covenants and agreements set forth below and intending to be legally bound, the parties hereto
agree as follows:


1.


Termination of
Employment. The Consultant acknowledges that his employment with the Company ceased on [DATE], as a result of the Consultant’s
resignation (the “Employment Termination Date”). Irrespective of whether the Consultant executes, delivers and does
not revoke this Agreement, the Company will pay the Consultant all unpaid wages and expense reimbursements accrued through the
Employment Termination Date, less withholding taxes and any other deductions required by law. On the Employment Termination Date,
your participation in the Company’s benefit plans ceased, subject to any post-termination benefit rights that you may have
under such plans and in accordance with their terms, applicable law or this Agreement. You will receive, under separate cover,
information regarding your entitlement to continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)
or applicable state law. The Consultant further acknowledges and agrees that: (a) that the Consultant shall take all actions
required to effect the Consultant’s immediate resignation from all offices held by the Consultant with the Company, including,
without limitation, the Consultant’s position as an officer of the Company and member of the Company’s Board of Directors
(the “Board”); and (b) all prior agreements related to the Consultant’s employment with the Company are hereby
terminated, are null and void and are of no further force or effect.


2.


Engagement as
Consultant. Subject to and contingent upon the Consultant’s execution, delivery to the Company and non-revocation of
this Agreement, the Company hereby engages the Consultant to provide transition advisory services to the Company with respect to
matters he previously worked on for and on behalf of the Company so as to help facilitate an orderly transition of such matters,
and the Consultant hereby accepts such engagement, upon the terms and conditions set forth in this Agreement.


3.


Term of Engagement.
The term of the Consultant’s engagement with the Company shall commence on the Effective Date of this Agreement as defined
in Paragraph 13 hereof (provided that this Agreement becomes effective), and shall expire on the second anniversary thereof (the
“Consulting Term”).


4.


Duties. Upon
reasonable request, the Consultant shall provide advice or assistance of a transitional nature to the Company as reasonably requested
by Jason Slakter or such other individual as the Company may designate.







    	 



    	 



    

 


5.


Consulting Fees.
As compensation for the services to be rendered by the Consultant pursuant to this Agreement during the Consulting Term, the Company
agrees to pay to the Consultant the following, provided this Agreement becomes effective in accordance with its terms, and subject
to the Consultant’s compliance with all of the terms and conditions hereof:


(a)


The Company will pay
the Consultant a retainer in the amount of $15,000 within thirty (30) days following with Effective Date of this Agreement.


(b)


The Company will pay
the Consultant a retainer in the amount of $15,000 as a retainer on the first anniversary of the Effective Date.


(c)


The Company will pay
the Consultant a monthly fee of $5,000 during each month of the Consulting Term, in consideration for which the Consultant shall
provide the Company up to five (5) hours of consulting services per week. In any week during the Consulting Term in which the Consultant
provides the Company in excess of five (5) hours of consulting services, the Company shall pay the Consultant at the rate of $1,000
per day, for a minimum of five (5) hours of services in a day, and pro-rated on the basis of an eight (8) day in any such day in
which the Consultant provides fewer than five (5) hours of services, up to a maximum of five (5) days. If and to the extent the
Company requires the Consultant to provide additional consulting services, the fee therefor shall be mutually agreed by the Company
and the Consultant.


(d)


The Company shall grant
the Consultant 120,000 shares of the Company’s restricted stock, subject to the terms and conditions of any agreement between
the Company and the Consultant related to such grant, including, but not limited to, any restricted stock agreement and any lock-up
agreement.


(e)


The Company shall reimburse
the Consultant’s actual, reasonable pre-approved transportation and lodging expenses, in the event the Consultant is required
to travel in connection with the performance of the services to be provided by the Consultant hereunder.


6.


Relationship between
the Parties. The relationship of the Consultant to the Company shall be that of an independent contractor and neither this
Agreement nor any conduct hereunder shall be deemed to create a relationship of employer-employee, partnership, joint venture or
any other common enterprise. Except as limited in this Agreement, Consultant shall retain the right to perform services for the
general public during the term of this Agreement, and the Company will not control the manner, means or method by which Consultant
performs services. Consultant shall be responsible for payment of all taxes including Federal, State and Local income taxes arising
out of Consultant’s earnings for her activities under and in accordance with this Agreement, and Consultant hereby agrees
to indemnify and hold the Company harmless with respect to all payments claimed or assessed by any taxing authority with respect
to same, including reasonable attorneys’ fees, costs and disbursements.


 




    	 



    	 



    

 


7.


Confidential Information.
The Consultant agrees that for the period of his engagement with the Company and thereafter, the Consultant will not, except as
required for the performance of his duties with the Company, disclose or use, or enable any third party to disclose or use, any
Confidential Information (as defined below) of the Company or its affiliates. The Consultant may not take or replicate Confidential
Information for his personal benefit or for the benefit of a third party unrelated to the Company, including, but not limited to,
saving a copy of Confidential Information on a non-Company computer, USB flash drive, zip drive, or otherwise, without the Company’s
prior written approval. The Consultant further agrees that all information, including, without limitation, all Confidential Information,
he develops or discovers in connection with the performance of his duties is the sole and exclusive property of the Company, and
the Consultant hereby assign to the Company all of his right, title and interest in and to same. “Confidential Information”
means all trade secrets, data and other information relating to the operations of the Company and its affiliates, whether in hard
copy, electronic format or communicated orally, that the Consultant acquires through his engagement with the Company, or that the
Company or its affiliates treats as confidential through its policies, procedures and/or practices. Confidential Information is
limited to information which is not generally known to the public, and includes information which the Consultant knows the Company
does not intend to be made public. Examples of Confidential Information include, but are not limited to: information concerning
the Company’s operations, methods, technology, software, developments, inventions, accounting and legal and regulatory affairs;
information concerning the Company’s sales, marketing, servicing, bidding, product development and investment activities
and strategies; information concerning the identity, addresses, telephone numbers, email addresses, needs, business plans and creditworthiness
of the Company’s past, present and prospective customers and clients; information concerning the terms on which the Company
provides products and services to such past, present and prospective customers and clients; and information concerning the Company’s
pricing strategies for its products and services. For purposes of clarity, this provision includes the Consultant’s agreement
not to disclose Confidential Information to a Company employee other than as required for the Consultant and such Company employee
to perform duties for the Company. This provision does not restrict the Consultant from providing information as required by a
court or governmental agency with appropriate jurisdiction; however, in the event the Consultant is so required, the Consultant
agrees that he will give the Company immediate written notice of such disclosure requirement in order to allow the Company the
opportunity to respond to such request.


8.


Restrictive Covenants.
The Consultant acknowledges that the Company’s relationships with its customers, clients, business partners and employees
are extremely valuable and are the result of the investment of substantial time, resources and effort in developing, servicing
and maintaining such relationships, and that, during the Consultant’s engagement, he will be provided with and/or have access
to Confidential Information, including without limitation, confidential and proprietary information concerning such relationships
and the Company’s operations. In consideration for the Consultant’s engagement and for the Company providing to him
such confidential and proprietary information, the Consultant agrees that while he is engaged by with the Company and for twelve
(12) months following the termination of your employment for any reason whatsoever, that:


(a)


The Consultant will
not, within the United States of America or India, directly or indirectly, engage in, own or control any interest in, or act as
an officer, director, partner, employee of, or consultant or advisor to, any firm, institution or other entity directly or indirectly
engaged in the development, production, marketing or sale of novel therapeutics and delivery technologies for the treatment of
ocular disease (the “Business”). Likewise, the Consultant will not perform activities of the type which in the ordinary
course of business would involve the utilization of Confidential Information or Trade Secrets protected from disclosure in this
Agreement. Notwithstanding the foregoing, the Consultant may own or hold equity securities (or securities convertible into, or
exchangeable or exercisable for, equity securities) of companies or entities that engage in the Business; provided, however,
that (i) such equity securities are publicly traded on a securities exchange, and (ii) the Consultant’s aggregate holdings
of such securities do not exceed at any time one percent (1%) of the total issued and outstanding equity securities of such company
or entity.







    	 



    	 



    

 


(b)


The Consultant will
not, directly or indirectly, recruit, engage or hire any independent contractor or employee of the Company or its affiliates, or
otherwise attempt to induce any such individual to leave the employment or engagement of the Company or its affiliates, to become
an employee of or otherwise be associated with the Consultant or any company or business with which the Consultant is or may become
associated.


(c)


The Consultant will
not, directly or indirectly, solicit or accept the trade or patronage of any clients, customers or prospective clients or customers
of the Company or its affiliates with which during his engagement with the Company the Consultant had personal contact or supervised
the efforts of those who have personal contact in an effort to create, expand or further a business relationship between the Company
and such existing or prospective customer or client.


(d)


The Consultant agrees
that this Agreement contains special and sufficient consideration for his covenants in this Paragraph 8, and that the restrictions
on non-competition and non-solicitation are reasonable in terms of duration, scope and subject matter, and are no more than that
which is reasonably required for the protection of the Company’s business and Confidential Information.


9.


Inventions.
All discoveries, ideas, creations, inventions and properties (collectively, “Discoveries”), written or oral, which
the Consultant (a) creates, conceives, discovers, develops, invents or uses during his engagement with the Company, whether or
not created, conceived, discovered, developed or invented during regular working hours, or which are (b) created conceived, discovered,
developed invented or used by the Company or its affiliates, whether or not in connection with the Consultant’s engagement
with the Company, will be the sole and absolute property of the Company and the Company’s applicable affiliate for any and
all purposes whatsoever, in perpetuity. The Consultant will not have, and will not claim to have, any right, title or interest
of any kind or nature whatsoever in or to any such Discoveries. For the avoidance of doubt, the Consultant hereby assigns to the
Company all of his right, title and interest in and to same. If any Discoveries, or any portion thereof, are copyrightable, it
shall be a “work made for hire,” as such term has meaning in the copyright laws of the United States.


The previous paragraph shall not apply
to any Discoveries (i) for which no equipment, supplies, facility or trade secret information of the Company, its affiliates or
any customer of the Company was used and which was developed entirely on the Consultant’s own time, (ii) which does not relate
to the business of the Company, its affiliates or to that of any customer of the Company and (iii) which does not result from any
work performed for the Company, its Affiliates or any customers of the Company.







    	 



    	 



    

 


The Consultant further agrees that he
will identify to the Company all Discoveries he develops during his engagement with the Company. Upon request by the Company, the
Consultant will disclose any such Discoveries to the Company (by a full and clear description) for the purpose of determining the
Company’s rights therein and will promptly execute and deliver all further instruments and documents, and take all further
action, that may be necessary or desirable in order to vest title in such Discoveries in the Company.


10.


Non-Disparagement.
The Consultant shall not make any slanderous, libelous or disparaging remarks, statements, writings, announcements or conversations
of any kind about the Company, its business operations, its affiliates, business plans, or its employees, officers or directors
at any time, and similarly, the Company shall not make any slanderous, libelous or disparaging remarks, statements, writings, announcements
or conversations of any kind about the Consultant or her professional or personal abilities or character. Notwithstanding the foregoing
or anything else in this Agreement to the contrary, nothing in this Agreement shall operate to prevent either party from testifying
truthfully under oath in any legal or administrative proceeding.


11.


Release.


(a)


In consideration of
and subject to the terms and conditions set out in this Agreement, the Consultant, on behalf of himself and his heirs, representatives,
executors, assigns and similar related persons, agree to release and discharge unconditionally the Company (including any subsidiaries,
affiliates and related entities, and all respective officers, directors, employees, benefit plan administrators and trustees, agents,
attorneys, accountants, insurers, representatives, affiliates, successors and assigns, collectively, the “Releasees”),
from any and all claims, actions, causes of action, demands, obligations, expenses, agreements, lawsuits, liabilities or damages
of any kind (including attorneys fees and costs actually incurred) arising from the Consultant’s employment with the Company
and his separation from that employment or otherwise, whether known or unknown to the Consultant, which the Consultant ever had
or now have upon or by reason of any matter, cause or thing, up to and including the day on which the Consultant signs this Agreement
(collectively, the “Claims”), and the Consultant agrees that this Agreement constitutes a full, complete and
knowing waiver of all such Claims.


(b)


The Claims the Consultant
is waiving include, but are not limited to, Claims based on Title VII of the Civil Rights Act, the Age Discrimination in Employment
Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay
Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, and any common law, public policy, contract
(whether oral or written, express or implied) or tort law, and any other local, state or federal law, regulation or ordinance having
any bearing whatsoever on the terms and conditions of your employment and the cessation thereof. This Agreement is not intended
to affect: the Consultant’s rights under this Agreement; claims that cannot be waived as a matter of law; or the Consultant’s
rights, if any, to post-termination benefits to which you may be entitled under Company benefit plans and in accordance with their
terms.


 




    	 



    	 



    

 


(c)


The Consultant understands
and agrees that the Company’s obligations set forth in this Agreement, which the Consultant is not otherwise entitled to,
are in lieu of any and all other amounts to which the Consultant might be, is now, or may become entitled to receive from the Company
or any Releasee upon any Claim. Without limiting the generality of the foregoing, the Consultant understands and acknowledges that
this release of claims includes, but is not limited to, his waiver of all Claims that he may have or assert to compensation, employment
or reinstatement to employment, salary, wages, back pay, front pay, interest, bonuses, contributions to or vesting in any employee
benefit plans, profit sharing and/or equity generally, damages, accrued sick leave, medical benefits, overtime, attorneys’
fees or costs, and benefits of any kind or any nature arising or derivative from his employment with the Company, his separation
from employment with the Company, or otherwise, including but not limited to those arising in tort, contract or any statute, except
for those expressly provided for in this Agreement and except for post-employment rights, if any, that he may be entitled to under
any of the Company benefit plans and in accordance with their terms.


(d)


Notwithstanding anything
to the contrary contained in this Agreement, nothing herein is intended to release or waive the Consultant’s rights:
(i) under COBRA, (ii) to unemployment insurance benefits (it being understood that the Company shall not contest the Consultant’s
application for unemployment insurance benefits), (iii) to any accrued and vested pension benefits, or (iv) to commence an action
to enforce the terms of this Agreement.


12.


ADEA Waiver.
The Consultant acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment
Act (“ADEA”) and that this waiver and release is knowing and voluntary. The Consultant acknowledges that the
consideration given for this Agreement is in addition to anything of value to which he is already entitled. The Consultant further
acknowledges that he has been advised by this writing that: (i) he should consult with an attorney prior to executing this
Agreement; (ii) he has up to twenty-one (21) days from the date of this Agreement in which to consider this Agreement, although
he may, at your discretion, sign and return the Agreement at any earlier time, in which case he waives all rights to the balance
of this twenty-one (21) day review period; (iii) he has seven (7) days following his execution of this Agreement to revoke this
Agreement (the “Revocation Period”); (iv) this Agreement, including the ADEA waiver, shall not be effective
until the Revocation Period has expired; and (v) nothing in this Agreement prevents or precludes the Consultant from challenging
or seeking a determination in good faith of the validity of this waiver under the ADEA. The Consultant acknowledges that if he
has not returned the signed Agreement within the time permitted, then the offer of payments and benefits set forth herein, including
but not limited to the Consultant’s engagement by the Company, will expire by their own terms at such time. The Consultant
also recognizes that revocation of this Agreement must be in writing and must be delivered to Aurora Cassirer, Troutman Sanders
LLP, 875 Third Avenue, New York, New York 10022, by certified mail or courier service (signature of receipt required).


13.


Effective Date.
This Agreement shall not become effective until the eighth (8th) day following the date on which the Consultant signs
this Agreement (the “Effective Date”), as indicated below, provided that the Consultant has not revoked it within
the seven-day Revocation Period.







    	 



    	 



    

 


14.


Confidentiality
of Agreement. The Consultant agrees that he will keep the terms of this Agreement confidential, and that he shall not disclose
any information concerning the terms of this Agreement to anyone, except, as necessary, to his immediate family, legal, tax and/or
financial advisors who, at the Consultant’s direction, shall be similarly bound. The Consultant acknowledges and understands
that disclosure of the terms of this Agreement shall constitute a material breach of this Agreement. He shall instruct anyone to
whom disclosure is made under the terms of this Agreement of their obligation not to disclose the same to any others.


15.


Miscellaneous
Provisions.


(a)


The Consultant hereby
represents and warrants to the Company and the Releasees that he has not filed any action, complaint, charge, grievance, arbitration
or similar proceeding against the Company or the other Releasees. The Consultant agrees that he will not seek or accept any award,
damages, recovery or settlement from any source or proceeding pertaining to his employment, his separation or otherwise. Nothing
in this Agreement restricts the Consultant’s communications with any law enforcement or government agency, provided that
such communications are consistent with all applicable laws.


(b)


On or before the Termination
Date, the Consultant agrees to return to the Company all of its property, equipment, credit cards, documents and records, including
materials generated or collected by him during the course of his employment, all of which are the property of the Company.


(c)


By entering into this
Agreement, the Company does not admit, and specifically denies, any liability, wrongdoing or violation of any law, statute, regulation
or policy, and it is expressly understood and agreed that this Agreement is being entered into solely for the purpose of amicably
resolving all matters in controversy of any kind whatsoever concerning the Consultant’s employment and the separation of
his employment.


(d)


The Consultant acknowledges
that, except as expressly set forth herein, this Agreement constitutes the entire agreement between the Consultant and the Company
concerning his employment and its separation, and supersedes all prior and contemporaneous oral and written agreements, understandings
and representations, including any oral promises made by anyone at the Company. This Agreement may not be modified or changed except
by written instrument executed by both parties.


(e)


This Agreement shall
be governed by and construed in accordance with the laws of the State of New York, except for such laws as would require application
of the substantive law of another jurisdiction. If any provision in this Agreement is held by any court to be more restrictive
than permitted by applicable law, such provision shall be limited to the extent permitted by law. If any provision in this Agreement
is held by any court to be invalid or unenforceable for any reason, the remaining provisions shall be construed as if the invalid
or unenforceable provision had not been included.


(f)


The Consultant agrees
that a violation of any covenant in Paragraphs 7 through 10 and 14 hereof, or their subparagraphs, will cause immediate and irreparable
injury to the Company that cannot be adequately remedied by monetary damages, and will entitle the Company to immediate injunctive
relief and/or specific performance in any forum with competent jurisdiction, without the necessity of posting bond or proving actual
damages, as well as to all other legal or equitable remedies to which the Company may be entitled.







    	 



    	 



    

 


(g)


By signing below, Consultant
acknowledges that Consultant has read this Agreement, understands its meaning and content, has consulted with an attorney of Consultant’s
choice about the Agreement (including the general release in Section 9 (a) hereof, subject to the exceptions contained therein)
and knowingly and voluntarily assents to all of the terms and conditions in this Agreement.


IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.















	 	OHR PHARMACEUTICAL, INC.
	 	 	 	 	 
	 	By 	/s/ Jason Slakter	 	 
	 	 	 	 	 
	 	title 	CEO	 	 
	 	Date 	December 11, 2015	 	 
	 	 	 	 	 
	 	 	CONSULTANT 	 	
	 	 	 	 	 
	 	 	/s/ Irach B. Taraporewala	 	 
	 	Date	December 11, 2015