Exhibit
10.19


 





February
9, 2022


 


Jonathan
Kaufman PhD


CEO


Lipella
Pharmaceuticals Inc.


7800 Susquehanna St, Suite 505


Pittsburgh, PA 15208


 


Dear
Jonathan,


 


This
letter agreement (this “Agreement”) will confirm the understanding and agreement between Young & Partners LLC
(“Young & Partners”) and Lipella Pharmaceuticals Inc. (the “Company”) as follows:


 


		1.	The
Company hereby engages Young & Partners to pursue a Partnering Transaction as defined below, which is intended to focus primarily
on licensing, joint venture, and/or partnership opportunities involving the Company’s technologies. Young & Partners
will provide the following services on behalf of the Company upon its request: (i) assist the Company in evaluating the merits
and challenges of the options for a Partnering Transaction; (ii) review the Company’s presentation and other relevant materials
that are required to support pursuing a Partnering Transaction and provide feedback on ways to more persuasively present the Company’s
Partnering Transaction opportunity to the third parties; (iii) assist the Company in preparing a written description for distribution
to potential parties to a Partnering Transaction describing the Company and its technology, if necessary; (iv) identify and approach
potentially interested parties and, with the Company’s assistance, describe the technology to these parties; (v) assist
in the negotiation of terms of an agreement that represents a Partnering Transaction.



 


		2.	As
compensation for the services rendered by Young & Partners hereunder, the Company shall pay Young & Partners as follows:



 


		(a)	The
Company will pay Young & Partners $10,000 per month, to be paid at the beginning of each month commending the date of this
Agreement, for each month for the first four months and $5,000 per month for each month thereafter. The retainers will be credited
against the Success Fee, if any.



 


		(b)	The
Company will pay Young & Partners a Success Fee for each Partnering Transaction (or agreement to enter into a Partnering Transaction)
entered into by the Company during the term of this Agreement or within 12 months after the end of the term of this Agreement
in an amount equal to the greater of (a) five percent (5%) of the Transaction Value, and (b) US$500,000 (each, a “Partnering
Transaction Success Fee”).



 


		3.	The
Company shall:



 


		(a)	make
available to Young & Partners all information concerning the business, assets, operations, financial condition and prospects
of the Company related to a potential Partnering Transaction which Young & Partners reasonably requests in connection with
the performance of its obligations hereunder. All such information provided by or on behalf of the Company shall be complete and
accurate and not misleading for the purpose for which it is intended, and Young & Partners shall be entitled to rely upon
the accuracy and completeness of all such information without independent verification. The Company represents that it has and
will provide Young & Partners with complete information on its technologies, intellectual property, market estimates, regulatory
plans and discussions, as well as any business and strategic plans related to the Partnering Transaction. The Company shall continue
to advise Young & Partners regarding any material developments or matters relating to the Company which occur during the term
of Young & Partners’ engagement hereunder.



 






     


     


    

 


		(b)	reimburse
Young & Partners for its Company expenses incurred in connection with its engagement hereunder with respect to the services
to be rendered by it. Young & Partners anticipates that these expenses will be modest and consist primarily of travel expenses,
if any. Any individual expense item above $500 can only be incurred with the prior written approval and sole discretion of the
Company.



 


		4.	The
following definitions shall apply:



 


		(a)	A
“Partnering Transaction” means, whether in one or a series of transactions and whether effected directly or indirectly,
a license, acquisition, strategic alliance, joint technology development or joint product development arrangement, distribution
agreement or other partnering or collaboration transaction between the Company and a third party, including without limitation
any transaction or agreement between the Company and any third party that involves the right of such third party to commercially
exploit all or a defined portion of the Company’s technologies or other proprietary rights of the Company or that involves
the right of the Company to commercially exploit all or a defined portion of such third party’s proprietary rights.



 


		(b)	“Transaction
Value” includes cash, equity securities, the fair market value of revolving credit facilities, straight and convertible
debt instruments or other obligations, and any other form of payment, promise to pay, or assumption of obligations made to or
by the Company or its security holders in connection with the Partnering Transaction. Any of the consideration to be received
or paid by the Company or its security holders in connection with the Partnering Transaction that is contingent upon future events
will be calculated for purposes of the Success Fee at the earlier (at Young & Partners’ sole discretion) of the receipt
or payment of such contingent consideration and the time that the value of such contingent consideration can be determined, provided
that any amounts held in escrow will be deemed to have been paid at the closing of the Partnering Transaction.



 


		5.	The
Company shall:



 


		(a)	indemnify
Young & Partners and hold it harmless against any and all losses, claims, damages or liabilities to which Young & Partners
may become subject arising in any manner out of or in connection with the rendering of services by Young & Partners hereunder,
unless it is finally judicially determined that such losses, claims, damages or liabilities resulted directly from the gross negligence,
bad faith, or willful misconduct of Young & Partners.



 






     


     


    

 


The
Company agrees that the indemnification commitments set forth in this paragraph 5 shall apply if Young & Partners is a formal
party to any such lawsuits, claims or other proceedings and that such commitments shall extend upon the terms set forth in this
paragraph to any controlling person, affiliate, director, officer, employee, consultant or agent of Young & Partners (each,
with Young & Partners, an “Indemnified Person”).


 


		6.	The
Company and Young & Partners agree that if any indemnification sought pursuant to the preceding paragraph 5 is judicially
determined to be unavailable for a reason other than the gross negligence, bad faith or willful misconduct of Young & Partners,
then, whether or not Young & Partners is the Indemnified Person, the Company and Young & Partners shall contribute to
the losses, claims, damages, liabilities and expenses for which such indemnification or reimbursement is held unavailable (i)
in such proportion as is appropriate to reflect the relative benefits to the Company on the one hand, and Young & Partners
on the other hand, in connection with the transactions to which such indemnification or reimbursement relates, as well as the
relative faults of the Company on the one hand, and Young & Partners on the other hand; provided, however, that in no event
shall the amount to be contributed by Young & Partners pursuant to this paragraph exceed the amount of the fees actually received
by Young & Partners hereunder.



 


		7.	Except
as contemplated by the terms hereof or as required by applicable law or pursuant to an order entered or subpoena issued by a court
of competent jurisdiction, Young & Partners shall keep confidential all material non-public information provided to it by
the Company, and shall not disclose such information to any third party, other than such of its employees and advisors as Young & Partners determines to have a need to know.



 


		8.	Except
as required by applicable law, any advice to be provided by Young & Partners under this Agreement shall not be disclosed publicly
without the prior approval of Young & Partners, and also that any advice to be provided by Young & Partners under this
Agreement shall not be relied upon by any person or entity other than the Company.



 


		9.	The
term of Young & Partners’ engagement hereunder shall extend from the date hereof until terminated as set forth below.
Subject to the provisions of paragraphs 2 through 13, which shall survive any termination of this Agreement, either party may
terminate Young & Partners’ engagement hereunder at any time after the first three months by giving the other party
at least 10 days’ prior written notice.



 


		10.	The
Company agrees that, only with specific written approval of the Company, Young & Partners has the right to place advertisements
in financial and other newspapers and journals at its own expense describing its services to the Company hereunder.



 


		11.	Nothing
in this Agreement, expressed or implied, is intended to confer or does confer on any person or entity other than the parties hereto
or their respective successors and assigns, and to the extent expressly set forth herein, the Indemnified Persons, any rights
or remedies under or by reason of this Agreement or
as a result of the services to be rendered by Young & Partners hereunder. The Company further agrees that neither Young &
Partners nor any of its controlling persons, affiliates, directors, officers, employees or agents shall have any liability to
the Company or any person asserting claims on behalf of or in right of the Company for any losses, claims, damages, liabilities
or expenses arising out of or relating to this Agreement or the services to be rendered by Young & Partners hereunder, unless
it is finally judicially determined that such losses, claims, damages, liabilities or expenses resulted directly from the gross
negligence or willful misconduct of Young & Partners.



 






     


     


    

 


		12.	The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.



 


		13.	This
Agreement may not be amended or modified except in writing signed by each of the parties and shall be governed by and construed
and enforced in accordance with the laws of the State of New York. The Company and Young & Partners hereby irrevocably and
unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York and of the Federal Courts
located in the City of New York for any lawsuits, actions or other proceedings arising out of or relating to this Agreement and
agree not to commence any such lawsuit, action or other proceeding except in such courts. The Company and Young & Partners
further agree that service of any process, summons, notice or document by mail to Young & Partners’ address or the Company’s address, respectively, set forth above shall be effective service of process for any lawsuit, action or other proceeding
brought against the Company or Young & Partners in any such court. The Company and Young & Partners hereby irrevocably
and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding arising out of or relating
to this Agreement in the courts of the State of New York or the Federal Courts located in the City of New York, and hereby further
irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other
proceeding brought in any such court has been brought in an inconvenient forum. Company and Young & Partners expressly and
irrevocably waive right to trial by jury with respect to any lawsuit, claim or other proceeding
arising out of or relating to this Agreement.



 


If
the foregoing correctly sets forth the understanding and agreement between Young & Partners and the Company, please so indicate
in the space provided for that purpose below, whereupon this letter shall constitute a binding agreement as of the date hereof.


 





	 	YOUNG
    & PARTNERS LLC

    535 Fifth Avenue, 4th Floor

    New York, New York 10017
	 	 
	 	By:	/s/
Peter Young
	 	 	CEO







 






     


     


    

 





AGREED:


 


	Lipella
    Pharmaceuticals Inc.	 
	 	 	 
	By:	/s/ Jonathan Kaufman	 
	Name:  Jonathan
Kaufman PhD	 
	Title:    CEO