Exhibit 10.2





TRADEMARK ASSIGNMENT AGREEMENT


 


This Trademark
Assignment Agreement (this "Trademark Assignment Agreement") is made and entered into effective as of the 10th
day of December 2015, by and among Concordia Pharmaceuticals Inc., S.à.r.1., Barbados Branch, a Barbados branch of a Luxembourg
corporation, with a place of business at Canewood Business Centre, 5 Canewood Industrial Park, St. Michael, Barbados, BB11005 ("Seller")
and Teligent Jersey Limited, a company incorporated in Jersey with registration number 119574 and having its registered office
at 47 Esplanade, St. Helier, Jersey JE1 OBD ("TJL Purchaser"). Capitalized terms used but not otherwise defined
in this Amendment shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).


 


WITNESSETH:


 


WHEREAS, Seller
owns the trademark registered in the United States of America as set forth in Schedule A attached hereto (hereinafter, the
"Trademark");


 


WHEREAS, pursuant
to that certain Asset Purchase Agreement among Seller, TJL Purchaser (the "Parties") and IGI Laboratories, Inc.
("IGI"), dated as of October 5th, 2015 (the "Purchase Agreement"), the Seller sold,
transferred and assigned to TJL Purchaser, and TJL Purchaser acquired and assumed from Seller, all of the TJL Purchased Assets
and all of the Assumed Liabilities associated therewith;


 


WHEREAS, pursuant
to the First Amendment to the Purchase Agreement (the "Amendment"), dated of even date herewith, the Parties and
IGI agreed to amend the Purchase Agreement to include in the TJL Purchased Assets certain intellectual property rights which were
inadvertently not transferred and assigned under the Purchase Agreement; and


 


WHEREAS, Seller
has agreed to assign and transfer to TJL Purchaser, and TJL Purchaser has agreed to acquire and accept from Seller, for the consideration
and upon the terms and subject to the conditions set forth in the Purchase Agreement, all of Seller's right, title and interest
in, to and under the Trademark.


 


NOW, THEREFORE,
in consideration of the foregoing and the representations, warranties, covenants and agreements contained in the Purchase Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending
to be legally bound hereby, agree as follows:


 


1.Assignment of
Trademark. Seller hereby sells, conveys, assigns, transfers and delivers to TJL Purchaser, and TJL Purchaser hereby
purchases, acquires and accepts from Seller all of Seller's right, title and interest, as of October 5th, 2015, in
and to the Trademark, including renewals of registration and the goodwill associated with or symbolized by the Trademark, and
all claims, causes of action and enforcement rights of any kind, and all rights to sue or otherwise bring actions for past,
present or future infringement or other misappropriation or violation of the Trademark and agrees to acquire and assume all
Assumed Liabilities therewith. The foregoing assignment in this Section 1 includes all rights to (i) apply for, file,
register, maintain, extend, or renew the Trademark and to transfer same and grant licenses and other rights with respect
thereto, and
(ii) collect royalties and other payments under or on account of the Trademark.


 




     


     


    




 


2.Recording.
The Parties hereby authorize the relevant authority at the United States Patent and Trademark Office or any foreign equivalent
thereto to record this assignment.


 


3.Entire Agreement;
Conflicting Terms. This Trademark Assignment Agreement, the Amendment and the Purchase Agreement (in each case, including all
Schedules and Exhibits hereto and thereto) contain the entire agreement between the Parties with respect to the subject matter
hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, except for any written
agreement of the Parties that expressly provides that it is not superseded by this Trademark Assignment Agreement, the Amendment
or the Purchase Agreement. Nothing herein shall be deemed to limit the rights, duties and obligations of the Parties under the
Amendment or the Purchase Agreement and, to the extent of any conflict between the terms and conditions of this Trademark Assignment
Agreement and the terms and conditions of the Amendment or the Purchase Agreement, the terms and conditions of the Amendment or
the Purchase Agreement shall govern, supersede and prevail.


 


4.Parties in
Interest. This Trademark Assignment Agreement shall inure to the benefit of and be binding upon the Parties and their respective
successors and assigns. Nothing in this Trademark Assignment Agreement, express or implied, is intended to confer upon any person
other than TJL Purchaser, Seller, or their successors or assigns, any rights or remedies under or by reason of this Trademark Assignment
Agreement.


 


5.Governing
Law; Jurisdiction.


 


		(a)	This Trademark Assignment Agreement and its negotiation, execution, performance or non-performance,
interpretation, termination, construction and all claims or causes of action (whether in contract, in tort, at law or otherwise)
that may be based upon, arise out of, or relate to this Trademark Assignment Agreement, or the transactions contemplated hereby
(including any claim or cause of action based upon, arising out of or related to any representation or warranty made in connection
with this Trademark Assignment Agreement or as an inducement to enter this Trademark Assignment Agreement), shall be exclusively
governed by, and construed in accordance with, the laws of the State of Delaware regardless of any laws that might otherwise govern
under any applicable conflict of laws principles.



 


		(b)	Any claim, demand, suit, action, cause of action, or proceeding (whether in contract, in
                                                                 tort, at law, or otherwise) (each, a "Proceeding") based upon, arising out of, or related to this Trademark
                                                                 Assignment Agreement and its negotiation, execution, performance, non-performance, interpretation, termination, construction
                                                                 or the transactions contemplated hereby shall be heard and determined in the Court of Chancery in the City of Wilmington, New
                                                                 Castle County, Delaware or, in the event such court lacks subject matter jurisdiction, the United States District Court
                                                                 sitting in Wilmington, Delaware or,
in the event such federal district court lacks subject matter jurisdiction, then in the Superior Court in the City of Wilmington,
New Castle County, Delaware. The Parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any
such Proceeding and irrevocably and unconditionally waive the defense of an inconvenient forum, or lack of jurisdiction to the
maintenance of any such Proceeding. The consents to jurisdiction and venue set forth herein shall not constitute general consents
to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 5
and shall not be deemed to confer rights on any person other than the Parties. Each Party agrees that the service of process upon
such Party in any Proceeding arising out of or relating to this Trademark Assignment Agreement shall be effective if notice is
given as set forth in the Purchase Agreement. Each of the Parties also agrees that any final, non-appealable judgment against a
Party in connection with any Proceeding arising out of or relating to this Trademark Assignment Agreement shall be conclusive and
binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or
outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact
and amount of such award or judgment.



 




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6.WAIVER OF JURY TRIAL. TO THE
FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY PROCEEDING (WHETHER
IN CONTRACT, IN TORT, AT LAW OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATED TO THIS TRADEMARK ASSIGNMENT AGREEMENT OR
ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS TRADEMARK ASSIGNMENT AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRADEMARK ASSIGNMENT AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A
BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS TRADEMARK ASSIGNMENT AGREEMENT AND
THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE PARTIES FURTHER WARRANT AND REPRESENT
THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS TRADEMARK ASSIGNMENT AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY.
IN THE EVENT OF LITIGATION, THIS TRADEMARK ASSIGNMENT AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.


 






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7.Counterparts. This Trademark Assignment
Agreement may be executed in one or


more counterparts (including by facsimile
or electronic .pdf submission), each of which shall be deemed an original, and all of which shall constitute one and the same agreement
and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or
otherwise) to the other Party, it being understood that both Parties need not sign the same counterpart.


 


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IN WITNESS WHEREOF,
the Parties have duly executed and delivered this Trademark Assignment Agreement as of the date first written above.


 


 





	 	CONCORDIA PHARMACEUTICALS 

INC., S.À.R.L., BARBADOS BRANCH
	 	 	 	 
	 	By: 	/s/Arijit Mookerjee	 
	 	Name: 	Arijit Mookerjee	 
	 	Title: 	Managing Director & CFO	 
	 	 	 	 
	 	 	 	 
	 	TELIGENT JERSEY LIMITED	 
	 	 	 	 
	 	By: 	/s/ J. Grenfell-Gardner	 
	 	Name: 	J. Grenfell-Gardner	 
	 	Title: 	Director