Exhibit 10.3


 


TERMINATION
AGREEMENT


 


This
TERMINATION AGREEMENT dated August 3, 2015 (“Agreement”) is effective as of the 30th day of June, 2015,
(the “Effective Date”) by and between Relmada Therapeutics, Inc., a Nevada
corporation (“Relmada”) and Jamess Capital Group LLC (“JCG”), a Delaware
partnership.


 


BACKGROUND


 


WHEREAS,
Relmada and JCG entered into a Strategic Advisory Agreement effective as of October 17, 2012 (the “Strategic Advisory
Agreement”);


 


WHEREAS,
Relmada and JCG have determined to terminate the Strategic Advisory Agreement;


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration whose receipt
and sufficiency are acknowledged, the parties agree as follows:


 


Termination
of Strategic Advisory Agreement.


 


1.        Termination.
The parties mutually agree that on the Effective Date, the Strategic Advisory Agreement will terminate in its entirety and except
as otherwise provided in this Agreement no party shall have any further rights or obligations pursuant to the Strategic Advisory
Agreement. Each party specifically waives the prior 90 day written notice requirement for termination of the Strategic Advisory
Agreement contained in Section 3.5 thereof.


 


2.        Compensation.
The parties mutually agree that any compensation owed to JCG on the Effective Date shall be deferred as of the Effective date
of this Agreement and payable to JCG or its designee no earlier than the uplisting of Relmada’s common stock to a senior
stock exchange (the “Uplisting”) and no later than six (6) months after the Uplisting.


 


3.        Survival/Indemnification.
Section 3.3 (Confidential Information and Other Restrictions) and Section 3.7 (Indemnification) of the Strategic Advisory Agreement
shall survive termination of the Strategic Advisory Agreement. For the avoidance of doubt, the Section 3.7 Indemnification provision
of the Strategic Advisory Agreement (which survives termination) includes JCG’s affiliates, employees, equity and/or debt
holders, agents, attorneys, managers, partners, officers and/or directors.


 


4.        Company Release. Relmada releases and discharges JCG and its affiliates, employees, equity and/or debt holders, agents,
attorneys, managers, partners, officers and/or directors, assigns, agents and representatives (herein collectively referred to
as the JCG Releasees”) from any claim, duty, obligation or cause of action, whether known or unknown, relating to any matters
of any kind that any of them may possess arising from any omissions, acts or facts that have occurred from the beginning of time
up until and including the date of this Agreement, which the Company ever had or now has against the JCG Releasees, or any one
of them arising out of or relating to the Strategic Advisory Agreement.


 






    	 



    	 



    

 


5.        Governing
Law. The validity, construction and enforceability of this Agreement shall be governed in all respects by the internal laws
(but not the conflict of law provisions) of the State of New York.


 


6.        Binding Effect. This Agreement and the rights and obligations hereunder shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors or assigns.


 


7.        Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one and the same instrument. Signature by facsimile or other electronic method shall
be deemed to have full force and effect as if the facsimile or electronic signatures were originals.


 


 


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, all the parties have caused this Termination Agreement and to be executed by their duly authorized representatives
as of August 3, 2015.


 


	 	RELMADA
    THERAPEUTICS, INC.
	 	 	 
	 	By:	/s/
    Douglas Beck
	 	 	Name:  Douglas
    Beck
	 	 	Title:
       Chief Financial Officer
	 	 	 
	 	 	 
	 	JCG
    Capital Group LLC
	 	 	 
	 	By:
    	/s/
    Sandesh Seth
	 	 	Name:
    Sandesh Seth
	 	 	Title:
     Authorized Signatory


 


 


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