Exhibit
10.1#


 


[*]
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would
be competitively harmful if publicly disclosed.


  


 






JOINT
VENTURE AGREEMENT





 



 


This
Joint Venture Agreement (the “Agreement”) is made and entered into this 22nd day of April, 2021 (the “Effective
Date”), by and between Silo Pharma, Inc., a Delaware Corporation (“Silo”) and Zylö Therapeutics, Inc., a Delaware
corporation (“ZTI”), for the formation of [Ketamine Joint Venture, LLC] (the “Joint Venture”). Silo and ZTI are
severally referred to herein as a “Joint Venturer” and collectively as the “Joint Venturers.” The names, addresses,
and interests of the Joint Venturers in the Joint Venture are listed in Exhibit A attached hereto and incorporated herein by reference
for all purposes.


 


		1.	Organization.
                                            For and
                                            in consideration of the mutual covenants contained in this Agreement, the Joint Venturers
                                            form, create and agree to associate themselves in the Joint Venture. Following the execution
                                            of this Agreement, the Joint Venturers shall execute or cause to be executed and file any
                                            documents and instruments with any appropriate authorities that may be necessary or appropriate
                                            to comply with all requirements for the formation and operation of a joint venture as a limited
                                            liability company in Delaware.



		a.	Name.
                                            The activities and business of the Joint Venture shall be conducted under the name of [Ketamine
                                            Joint Venture, LLC.] in Delaware and under any variations of this name that are necessary
                                            to comply with the laws of other states within which the Joint Venture may do business or
                                            make investments.



		b.	Place
                                            of Business. The principal place of business and mailing address of the Joint Venture
                                            shall be 560 Sylvan Avenue, Suite 3160, Englewood Cliffs, NJ 07632. Additional places of
                                            business may be located elsewhere.



		c.	Joint
                                            Venture Governing Document. The affairs of the Joint Venture will be governed by a limited
                                            liability company agreement, which will be consistent with the terms of the Agreement and
                                            will contain other customary terms and conditions.



 


		2.	General
                                            Purposes.
                                            The purpose
                                            of the Joint Venture is for the clinical development of Ketamine using ZTI’s Z-podTM
                                            technology. The Joint Venture shall have the power to exercise all of the powers
                                            to engage in the foregoing business, as well as to engage in activities that are related
                                            or incidental to any of these purposes. The Joint Venture shall not engage in any other business
                                            without the prior written consent of all of the Joint Venturers.



 


		3.	Intellectual
                                            Property.



		a.	Albert
                                            Einstein College of Medicine, Inc. (“University”) owns the Patents and Technology
                                            as set forth on Schedule 5.a(i) (the “Patented Technology”), and University is
                                            the record owner of the Patented Technology, which has been confirmed by the execution of
                                            assignments to University from the Inventors.



		b.	University
                                            and ZTI have entered into a License Agreement effective as of November 21, 2017 (the “License
                                            Agreement”), which permits ZTI to grant sublicenses under terms set forth in the License
                                            Agreement.



		c.	The
                                            Joint Venture wishes to practice the Patented Technology as set forth in Schedule 5.a(i)
                                            for the clinical development of Ketamine, and ZTI shall grant to the Joint Venture a sublicense
                                            (“Sublicense”) under the License Agreement to the full extent permitted by, and
                                            on the terms and conditions required by, the License Agreement at a later date in the event
                                            that, including, but not limited to, (a) a reasonable request is made by Silo or a third
                                            party that the Patented Technology is needed to advance the development of the Joint Venture
                                            or (b) it is contemplated or determined that the Patented Technology will be sold.



		d.	Each
                                            of Silo and ZTI acknowledges and agrees that the Joint Venture shall exclusively own all
                                            right, title and interest in and to the JV IP (as defined herein). Notwithstanding the foregoing,
                                            each Joint Venturer shall retain all right, title and interest in and to its respective intellectual
                                            property developed prior to the formation of the Joint Venture, unless such intellectual
                                            property is specifically assigned in writing to the Joint Venture. “JV IP” shall
                                            mean (a) any intellectual property that is developed, written, made, conceived or reduced
                                            to practice by or on behalf of the Joint Venture at any time following the Effective Date,
                                            and (b) any and all modifications, improvements, updates and derivatives made to any of the
                                            foregoing that may be developed by the Joint Venturers with regards to delivery of Ketamine
                                            prior to the Termination Date (as defined herein). Except as otherwise expressly provided
                                            in the Joint Venture governing document, under no circumstances shall a party,
                                            as a result of this Agreement or the Joint Venture governing document, obtain
                                            any ownership interest or other right, title, or interest in or to any other intellectual
                                            property or confidential information of the other party, whether by implication, estoppel,
                                            or otherwise, including any items controlled or developed by the other party, or delivered
                                            by the other party, at any time pursuant to this Agreement or the Joint Venture governing
                                            document.



 



    


     


    

  


		4.	Term
                                            of the Joint Venture. The
                                            Joint Venture shall begin on the 22nd day of April, 2021 and shall continue until
                                            as set forth in Section 15 hereof (the “Termination Date”).



 


		5.	Contributions.



		a.	Initial
                                            Contributions. Silo and ZTI agree to make their respective contributions as described
                                            below:



		i.	ZTI
                                            shall contribute through a contribution agreement: (1) certain rights to its Patented Technology
                                            as set forth on Schedule 5.a(i), including its Z-podTM
                                            technology in accordance with and pursuant to the Sublicense; (2) a license
                                            to know-how and trade secrets held by ZTI with regards to Z-podTM technology
                                            for the loading and release of Ketamine ; (3) Ketamine
                                            to be used for clinical purposes; (4) reasonable use of its facilities and permits; and (5)
                                            its expertise and know-how to advance the Joint Venture.



		ii.	Silo
                                            shall contribute: (1) capital funding to the Joint Venture in an amount of $[*] for development
                                            costs; (2) its expertise and expertise of its scientific advisory board



		b.	Additional
                                            Contributions. No Joint Venturer shall be required to contribute any property or capital
                                            to the Joint Venture except as provided in Paragraph 5(a) or as may otherwise be agreed on
                                            by both of the Joint Venturers. ZTI shall submit to Silo a budget and timeline for each stage
                                            of development and milestones, in substantially the form attached hereto as Exhibit B.
                                            Either Joint Venturer can request in writing that it contribute additional capital or property
                                            beyond that stipulated in Paragraph 5(a). Such request must contain a detailed description
                                            of the use of the funds/property and shall be considered approved by the other Joint Venturer
                                            unless a good business reason otherwise is detailed in writing within 10 business days after
                                            receipt of request.



		c.	Withdrawal.
                                            Except as otherwise provided in this Agreement, no Joint Venturer shall be entitled to withdraw
                                            any part of its contributions from the Joint Venture.



 


		6.	Interest
                                            of Each Joint Venturer. Interest
                                            in the Joint Venture shall initially be 51% owned and controlled by Silo and 49% owned and
                                            controlled by ZTI. However, for every $[*] of capital/property that one Joint Venturer has
                                            contributed beyond what the other Joint Venturer has contributed, that higher-contributing
                                            Joint Venturer shall gain an additional percentage point of control/ownership, with 60% ownership
                                            being the maximum ownership position. Examples of how this would work follow:



		a.	If
                                            Silo contributes (beyond its $[*] initial contribution) $[*] and ZTI contributes $0, then
                                            Silo would have 58% ownership and ZTI would have 42%



		b.	If
                                            Silo contributes (beyond its $[*] initial contribution) $[*] and ZTI contributes $0, then
                                            Silo would have 58% ownership and ZTI would have 42% (i.e., not until Silo has contributed
                                            $[*] more than ZTI would the ownership position increase to 59%)



		c.	If
                                            Silo contributes (beyond its $[*] initial contribution) $[*] and ZTI contributes $[*], then
                                            Silo would have 56% ownership and ZTI would have 44%



		d.	If
                                            Silo contributes (beyond its $[*] initial contribution) $[*] and ZTI contributes $0, then
                                            Silo would have 60% ownership and ZTI would have 40%, as the maximum of 60% would have been
                                            attained



 


		7.	Distributions.
                                            Distributions
                                            from the Joint Venture to the respective Joint Venturers shall be made at the times and in
                                            the amounts in accordance with percentage set opposite each Joint Venturer’s name in
                                            accordance with Section 6 and Section 5 (c) and as agreed upon in the Joint Venture governing
                                            document (Section 1 (c)).



 


		8.	Fiscal
                                            Year. The
                                            fiscal year of the Joint Venture for both accounting and federal income tax purposes shall
                                            end on December 31 of each calendar year.



 


		9.	Books
                                            and Records. Proper
                                            books and records shall be kept with respect to all Joint Venture transactions and maintained
                                            at the principal office of the Joint Venture. Each Joint Venturer or its representative shall
                                            have access to the Joint Venture books and records at all reasonable times during business
                                            hours. The books shall be kept using the method of accounting that shall properly reflect
                                            the income of the Joint Venture and that shall be agreed on by the Joint Venturers. The books
                                            and records shall include the identity and nature of any property in which the Joint Venture
                                            owns a beneficial interest. These records shall include, but shall not be limited to, a statement
                                            of the ownership and nature of real, personal, and mixed property or the interest of the
                                            Joint Venture in that property, as well as the form in which the title to that property is
                                            recorded and maintained, whether in the name of the Joint Venture or in the name of one or
                                            more designated Joint Venturers without designation of the Joint Venture. The books and records
                                            of the Joint Venture shall be reviewed annually at the expense of the Joint Venture by a
                                            certified public accountant selected by the Silo. The selected accountant shall (a) annually
                                            prepare and deliver to the Joint Venture, for filing, the appropriate federal income tax
                                            return and all schedules to those returns, and (b) within 90 days following the end of each
                                            fiscal year of the Joint Venture, deliver to each Joint Venturer financial statements of
                                            the Joint Venture, including balance sheets, profit and loss statements, and statements showing
                                            allocations and distributions to each Joint Venturer.



 



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		10.	Joint
                                            Venture Accounts. All
                                            funds of the Joint Venture shall be deposited in its name in an account or accounts of the
                                            Joint Venture designated by the Manager. Checks shall be drawn on the Joint Venture account
                                            or accounts only for purposes of the Joint Venture business and shall be signed by the persons
                                            that Joint Venturers designate as part of operations of the Joint Venture.



 


		11.	Management.



		a.	Manager.
                                            Silo will act as the Manager (the “Manager”) of the Joint Venture.



		b.	Power
                                            and Authority. Except as provided in the Joint Venture governing document, the
                                            Manager will have full power and authority to conduct and manage the business of the Joint
                                            Venture.



		c.	Requirement
                                            of Good Faith and Fiduciary Duties. The Manager, on behalf of the Joint Venture, shall diligently
                                            and in good faith manage and otherwise conduct the business of the Joint Venture in accordance
                                            with this Agreement and shall be subject to other customary fiduciary duties.



		d.	Collections
                                            and Distributions. The Manager will collect all sums payable to the Joint Venture and will
                                            distribute such amounts, after expenses of the Joint Venture, to the parties in accordance
                                            with their joint instructions or, if no such joint instructions are given, proportionately
                                            to the Joint Venturers in the percentage set opposite each Joint Venturer’s name on
                                            Exhibit A.



 


		12.	Restriction
                                            on Authority of Joint Venturers. The
                                            individual Joint Venturers shall not have any authority with respect to the Joint Venture
                                            and this Agreement to:



		a.	Do
                                            any act in violation of this Agreement.



		b.	Do
                                            any act that would make it impossible to carry on the business of the Joint Venture.



		c.	Possess
                                            Joint Venture property or assign the right of the Joint Venture or its Joint Venturers in
                                            specific Joint Venture property for other than a Joint Venture purpose.



		d.	Make,
                                            execute, or deliver any assignments for the benefit of creditors, or on the assignee’s
                                            promise to pay the debts of the Joint Venture.



		e.	Approve
                                            any material actions that are expressly identified in the Joint Venture governing document
                                            as requiring the consent of both Joint Venturers.



 


		13.	Meetings
                                            of the Joint Venturers. The
                                            Joint Venturers shall hold regular meetings at times and places to be selected by the Manager.
                                            The Joint Venturers shall keep regular minutes of all their proceedings. The minutes shall
                                            be placed in a minute book of the Joint Venture.



 


		14.	Transfers.
                                            Except as
                                            otherwise provided in this Agreement, no Joint Venturer may sell, assign, transfer, encumber,
                                            or otherwise dispose of any Joint Venture interest without the prior written consent of the
                                            other Joint Venturer.



 


		15.	Termination
                                            of the Joint Venture. The
                                            Joint Venture shall terminate upon the Termination Date, or on such other earlier date as
                                            may be determined by the Manager, in its sole and absolute discretion. The Joint Venturers
                                            hereby agree that if the development program does not meet the specifications and milestones
                                            set forth in Exhibit B within thirty (30) days of the date set forth for such milestones
                                            on Exhibit B hereto, the Joint Venturers shall terminate the Joint Venture. Upon the termination
                                            of the Joint Venture, (i) all licenses to Patented Technology and know-how and trade secrets
                                            held by ZTI with regards to Z-podTM technology granted under this Agreement
                                            shall automatically terminate as of the effective date of such expiration or termination;
                                            (ii) each Joint Venturer shall jointly own all right, title, and interest in and to the JV
                                            IP. Each Joint Venturer will have the right, subject to this and applicable law, to make,
                                            have made, use, offer to sell, sell, and import JV IP and freely exercise, transfer, assign,
                                            license, encumber, and enforce all of its rights in the JV IP without the consent, joinder,
                                            or participation of, or payment or accounting, to the other Joint Venturer. Each Joint Venturer
                                            hereby unconditionally and irrevocably waives any right it may have under applicable law
                                            as a joint owner of the JV IP to require such consent, joinder, participation, payment, or
                                            accounting. Each Joint Venturer will, and hereby does, assign, license, and otherwise transfer,
                                            and shall cause its affiliates and its and its affiliates' respective representatives to
                                            assign, license, and otherwise transfer, to the other Joint Venturer and its permitted successors
                                            and assigns, without requirement of additional consideration, all such right, title, and
                                            interest in and to the JV IP as is necessary to fully effect the joint ownership thereof
                                            as provided in this Section.



 


		16.	Distribution
                                            of Assets. On
                                            termination, the assets of the Joint Venture shall be applied to payment of the outstanding
                                            Joint Venture liabilities, although the Manager may maintain an appropriate reserve in the
                                            amount it determines necessary for any contingent liability until the contingent liability
                                            is satisfied.



 



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		17.	Tax
                                            Matters. It
                                            is intended that the Joint Venture will be taxed as a partnership for tax purposes, subject
                                            to further discussion and mutual agreement between the Joint Venturers. The Joint Venture
                                            governing document will contain customary terms and conditions for tax partnerships.



 


		18.	Attorney’s
                                            Fees. In
                                            the event that it should become necessary for any party entitled hereunder to bring suit
                                            against any other party to this Agreement for enforcement of the covenants herein contained,
                                            the parties hereby covenant and agree that the party who is found to be in violation of said
                                            covenants shall also be liable for all reasonable attorney’s fees and costs of court
                                            incurred by the other parties hereto.



  


		19.	Benefit.
                                            All the
                                            terms and provisions of this Agreement shall be binding upon and inure to the benefit of
                                            and be enforceable by the parties hereto, and their respective heirs, executors, administrators,
                                            personal representatives, successors and permitted assigns.



 


		20.	Notices.
                                            All notices,
                                            requests, demands, and other communications hereunder shall be in writing and delivered personally
                                            or sent by registered or certified United States mail, return receipt requested with postage
                                            prepaid, or by electronic mail, to the Joint Venturers at their respective addresses or e-mail
                                            addresses, shown below. Any party hereto may change its address upon ten (10) days’
                                            written notice to any other party hereto.



 


Notices:


 


Silo
Pharma, Inc.:


Attn:
Eric Weisblum


560
Sylvan Avenue, Suite 3160


Englewood
Cliffs, NJ 07632


e-mail:
eric@silopharma.com


 


Zylö
Therapeutics, Inc.:


Attn:
Scott Pancoast


105A
Ben Hamby Dr


Greenville,
SC 29615


e-mail:
spancoast@zylotherapeutics.com


 


		21.	Construction.
                                            Words of
                                            any gender used in this Agreement shall be held and construed to include any other gender,
                                            and words in the singular number shall be held to include the plural, and vice versa, unless
                                            the context requires otherwise. In addition, the pronouns used in this Agreement shall be
                                            understood and construed to apply whether the party referred to is an individual, partnership,
                                            joint venture, corporation or an individual or individuals doing business under a firm or
                                            trade name, and the masculine, feminine and neuter pronouns shall each include the other
                                            and may be used interchangeably with the same meaning.



 


		22.	Waiver.
                                            No course
                                            of dealing on the part of any party hereto or its agents, or any failure or delay by any
                                            such party with respect to exercising any right, power or privilege of such party under this
                                            Agreement or any instrument referred to herein shall operate as a waiver thereof, and any
                                            single or partial exercise of any such right, power or privilege shall not preclude any later
                                            exercise thereof or any exercise of any other right, power or privilege hereunder or thereunder.



 






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		23.	Cumulative
                                            Rights. The
                                            rights and remedies of any party under this Agreement and the instruments executed or to
                                            be executed in connection herewith, or any of them, shall be cumulative and the exercise
                                            or partial exercise of any such right or remedy shall not preclude the exercise of any other
                                            right or remedy.



 


		24.	Invalidity.
                                            In the event
                                            any one or more of the provisions contained in this Agreement or in any instrument referred
                                            to herein or executed in connection herewith shall, for any reason, be held to be invalid,
                                            illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability
                                            shall not affect the other provisions of this Agreement or any such other instrument.



 


		25.	Headings.
                                            The headings
                                            used in this Agreement are for convenience and reference only and in no way define, limit,
                                            simplify or describe the scope or intent of this Agreement, and in no way effect or constitute
                                            a part of this Agreement.



 


		26.	Multiple
                                            Counterparts. This
                                            Agreement may be executed in one or more counterparts, each of which shall be deemed an original,
                                            but all of which together shall constitute one and the same instrument. A facsimile transmission
                                            or PDF copy of this signed Agreement shall be legal and binding on all parties hereto.



 


		27.	Governing
                                            Law. This
                                            Agreement shall be governed by and construed in accordance with the laws of the State of
                                            Delaware, without regard to any conflicts of laws provisions thereof.



 


		28.	Perfection
                                            of Title. The
                                            parties hereto shall do all other acts and things that may be reasonably necessary or proper,
                                            fully or more fully, to evidence, complete or perfect this Agreement, and to carry out the
                                            intent of this Agreement.



 


		29.	Entire
                                            Agreement. This
                                            instrument contains the entire Agreement of the parties and may not be changed orally, but
                                            only by an instrument in writing signed by the party against whom enforcement of any waiver,
                                            change, modification, extension, or discharge is sought.



 


		30.	Option.
                                            If
                                            the Joint Venture is consummated and a definitive Joint Venture governing document is entered
                                            into, ZTI will agree to grant Silo an exclusive option to enter into a separate joint venture
                                            for the purpose of the clinical development of psilocybin using ZTI’s Z-podTM
                                            technology on the same terms as set forth in this Agreement (the
                                            “Option”). The Option shall expire 24 months from the Effective Date.



  



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IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first written above


  


	Silo
    Pharma, Inc.

     

    Officer
    Name: Eric Weisblum

     

    Officer
    Signature: /s/ Eric Weisblum

     

    Officer
    Title: Chief Executive Officer

     

    Date:
    April 22, 2021
	Zylo
    Therapeutics Inc.

     

    Officer
    Name: Scott Pancoast

     

    Officer
    Signature: /s/ Scott Pancoast

     

    Officer
    Title: Chief Executive Officer

     

    Date:
    April 22, 2021



 






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Exhibit
A


 


	Name	Address	Interest
	Silo
    Pharma, Inc.	560
    Sylvan Avenue, Suite 3160

    Englewood
    Cliffs, NJ 07632

     
	51%
	Zylo
    Therapeutics Inc.	105A
    Ben Hamby Rd., Greenville, SC 29615	49%


 


 



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Exhibit
B 


 


Budget,
Timeline and Milestones


 


[*]


 






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Schedule
5a(i) 


Patented
Technology 


 


[*]


 



    9