Exhibit 10.3


 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill







 





Confidential


 


March 17, 2015


 


Thierry Bilbault, PhD


Chief Scientific Officer and Executive VP CMC


Cynapsus Therapeutics Inc.


828 Richmond St W


Toronto, Ontario, M6J 3P7


Canada


 


Parties: ARx, LLC and Cynapsus Therapeutics Inc.


 


 


ARx,
LLC (“ARx”) and Cynapsus Therapeutics Inc. (“Cynapsus”) wish to set out the terms of their
agreement with respect to the provision of services by ARx to Cynapsus related to the Product (as defined below) and certain related
matters (the “Agreement”). In addition to the terms of the Agreement hereinafter set forth, the Parties intend
to negotiate and execute a mutually satisfactory agreement with respect to the commercial supply of the Product (“CSA”)
and certain key terms of the proposed CSA are also set out below.


 


The terms of the Agreement are as follows:


 


TERMS:


 


	I.Product	Bi-Layer
    sublingual soluble film containing one apomorphine layer and one pyridoxine
 layer in various strengths for treatment of OFF
    episodes in Parkinson’s patients as set forth in the draft product specifications. (Exhibit A) (the “Product”)
	II.Responsibilities 	
        Pursuant to the Agreement, ARx shall provide:

        ·formulation,
        chemistry, manufacturing and control (“CMC”) support and documentation,

        ·clinical
        unit production and

        ·mixing,
        coating, slitting, manufacturing and testing

         

        Pursuant to the future CSA, ARx shall provide:

        ·commercial
        supply

         

        With respect to the Agreement, Cynapsus shall provide:

        ·final
        release of all Product manufactured by ARx,

        ·fulfillment
        of clinical requirements,

        ·analytical
        method development, validation, testing, and stability studies,

        ·management
        of patent filings with respect to Cynapsus-Owned Patents (as defined below); and,

        ·fulfillment
        of regulatory requirements, correspondence and documentation provided in support of Product filing

         

        The items listed above with respect to the Agreement are defined
        as the “Responsibilities”.

         

        Specific program activities and associated Responsibilities
        will be defined in mutually agreed upon Work Plans (“WP”), a template WP being attached to the Agreement as
        Exhibit B. In each WP, Cynapsus and ARx shall agree upon project scope, specifications, deliverables, price and timelines for the
        Responsibilities.

         




 






    	 	ARx Confidential
	1



     

    

 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill







 


	III.Work Plan Terms	
        Each Party shall execute their respective Responsibilities according
        to the WP, associated deliverables, and in accordance with applicable laws and regulatory requirements.

         

        ARx shall be the sole partner for formulation and process development
        activities for the Product during the term of the Agreement, unless otherwise agreed to by Parties in writing.

         

        Unless otherwise agreed by the Parties in a WP, if either Party
        reasonably believes that it cannot meet its obligations under a WP, it shall provide the other Party written notice of such inability
        as soon as it determines that it cannot meet such obligations. Failure to provide such notice shall be considered a material breach
        of the Agreement.

         

        In consideration of meeting the deliverable for the performance
        of the Responsibilities with respect to an individual WP, ARx will invoice Cynapsus in accordance with the deliverable specified
        in the WP and the terms and conditions specified in this Agreement.

         

	
        IV.Term and  

        Termination
	
        The initial term of the Agreement shall begin on the effective
        date and continue for 5 years. Thereafter the Agreement shall automatically renew for successive one (1) year periods.

         

        The following Sections shall survive the termination of this
        Agreement: V. Future Commercial Supply, VI. Intellectual Property, XI. Indemnification XII. Insurance and XIII: Assignment.

         

        Convenience. At any time, a Party may terminate this
        Agreement effective upon one hundred and eighty (180) days prior written notice to the other Party.

         

        Material Breach. Either Party may terminate this Agreement
        effective upon sixty (60) days prior written notice to the other Party, if the other Party commits a material breach of this Agreement
        and fails to cure such breach by the end of such sixty (60) day period.

         

        Bankruptcy, etc. Either Party may terminate this Agreement
        effective upon written notice to the other Party, if the other Party becomes insolvent or admits in writing its inability to pay
        its debts as they become due, files a petition for bankruptcy, makes an assignment for the benefit of its creditors or has a receiver,
        trustee or other court officer appointed for its properties or assets.

         

        Consequences. Unless otherwise agreed to, upon termination
        of this Agreement in accordance with this Article IV, ARx will be reimbursed for all costs reasonably incurred to the date notice
        of termination, such reimbursement not to exceed the total estimated WP price specified in the relevant WP. At the same time, the
        Parties may also agree upon other matters with respect to the termination of the Agreement.

         




 


 



    	 	ARx Confidential
	2



     

    

 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill










 


	V.Future Commercial Supply	
        The Parties anticipate entering into a CSA with respect to the
        United States of America (“Territory”), prior to Product filing with respect to U.S. Food and Drug Administration
        (“FDA”). The CSA shall contain the following material provisions and other terms and conditions typically included
        in commercial supply agreements with respect to pharmaceutical products.

         

        ARx shall be the majority supplier of Product during
        the term of the CSA in the Territory, unless otherwise agreed to by the Parties in writing. Majority Supply shall be defined
        as [*****] %  of demand or higher (“Majority Supply”).

         

        As required by good commercial and supply practice, Cynapsus
        shall qualify a secondary supplier of the Product for contingency purposes (“Contingency Supplier”) in the Territory
        that shall be acceptable to ARx, acting reasonably. To enable the Contingency Supplier to successfully produce the Product, Cynapsus
        may request ARx’s technical transfer assistance for a mutually agreed upon cost. Continuing services provided by ARx to the
        Contingency Supplier with respect to the supply of the Product in the Territory shall be further defined in the CSA.

         

        ARx shall have an option to provide to Cynapsus services in
        the Territory with respect to [*****] in connection with the Product (“Additional Services”), provided
        that (a) ARx has the regulatory authority and commercial capability to provide such Additional Services, in the opinion of Cynapsus,
        acting reasonably, and (b) the Additional Services that are offered are offered to Cynapsus on financial terms and conditions no
        less favorable than any other third party from which Cynapsus shall have solicited competing bids. In the event that ARx shall
        satisfy the conditions set out in the preceding sentence, the Parties shall negotiate in good faith such agreement(s) on commercially
        reasonable terms with respect to the Additional Services similar to those terms set forth in the CSA, to the extent relevant.

         

        In the event that ARx shall obtain required regulatory approvals
        to manufacture the Product in one or more markets outside of the Territory and Cynapsus shall have decided to enter one or more
        such markets outside of the Territory, ARx shall be invited by Cynapsus to bid for the right to supply the Product in such market(s).
        Notwithstanding the above, Cynapsus shall retain the sole discretion to select one or more suppliers of the Product in markets
        outside of the Territory.

         

        In consideration for the clarification of the intellectual
        property rights described in Section VI, Cynapsus, its successors and assigns shall pay to ARx [*****] % of the
        invoiced cost incurred by Cynapsus with respect to the manufacture of the Product, less the costs of the related active
        pharmaceutical ingredient and packaging, in the Territory by Contingency Supplier, or any other party outside of the Territory.

         

        For as long as the CSA remains
        in force and the terms of this Article V are satisfied, ARx will not manufacture any apomorphine
        sublingual thin film generic Product applications in the Territory. Any additional exclusivity terms will be negotiated as part
        of the CSA. 




 


 



    	 	ARx Confidential
	3



     

    

 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill







 


	VI.Intellectual Property	
        All rights, title, and interest to intellectual property, know
        how, trade secrets and data related to the Product are herein assigned and will be assigned as follows:

         

        (a)ARx shall assign and herein
        assigns to Cynapsus all rights, title, and interest to U.S. Patent Nos. 8,414,922 and 8,846,074
        and their U.S. and foreign counterparts (“Cynapsus – Owned Patents”). A confirmatory assignment assigning
        ARx’s rights to Cynapsus – Owned Patents is attached to the Agreement as Exhibit C. 

         

        (b)Cynapsus shall and herein
        grants ARx a non-exclusive, royalty- free, license to Cynapsus-Owned Patents in all fields, other than apomorphine
        sublingual thin film generic Product applications. 

         

        (c)Cynapsus owns all Product-related formulation and process
        know how, trade secrets and data generated pursuant to the Agreement /WPs (“Agreement-IP”).

         

        (d)Cynapsus shall and herein grants ARx an exclusive, royalty-free,
        license to Agreement IP, in all fields, in respect of other products and formulations. As contemplated in V. Future Commercial
        Supply, ARx shall facilitate the transfer of the Agreement IP to the Contingent Supplier.

         

        (f)Product Filings: solely owned by
        Cynapsus.

	VII.Confidentiality 	The Parties shall enter into an updated CDA consistent with the nature and scope of the Agreement.
	VIII.ARx GMP Facilities	ARx shall be responsible for maintaining facilities within which (i) materials for human clinical evaluation and related stability studies are manufactured, analyzed, and/or stored, and/or (ii) material, data or other information for inclusion in a regulatory filing is generated, according to cGMP requirements and applicable FDA laws. 
	IX.Quality Agreement	The Parties shall execute a Quality Agreement prior to Phase III Clinical Studies. 
	X.Representations & Warranties	
        Both Parties represent and warrant to the other that it has
        the experience, capability and resources to fulfill the Responsibilities and that the Responsibilities shall be performed in a
        workmanlike manner with professional diligence and skill and in conformance with applicable specifications or requirements as set
        forth in the Agreement or the WP(s).

         

        Both Parties represent and warrant to the other that the execution,
        delivery and performance of this Agreement have been authorized by all necessary corporate action, do not conflict with or result
        in a material breach of the articles of incorporation or by-laws of such Party or any material agreement by which such Party is
        bound, or any law, regulation or decree of any governmental entity or court that has jurisdiction over such Party.

         

        Both Parties represent and warrant to the other that it is not
        now nor has in the past been suspended, debarred, disqualified, restricted or excluded or proposed for suspension, debarment, disqualification,
        restriction or exclusion under applicable laws. Neither Party has never been convicted of a felony under U.S. federal law for conduct
        relating to the development or approval of a drug product and/or relating to a drug product; and representatives who perform Responsibilities
        under this Agreement on behalf of the Parties are not now nor have in the past been suspended, debarred, disqualified, restricted
        or excluded or proposed for suspension, debarment, disqualification, restriction or exclusion under applicable laws.

         

        Both Parties warrant that it and its representatives shall comply
        with all applicable laws during the term of and in the performance of the Agreement, and that both Parties’ actions in establishing
        and performing the Agreement have been and will be consistent with ethical business practices and without the influence of any
        association with any respective employee, officer or director that would amount to a conflict of interest.

         

        Both Parties represent that it is not a party to any existing
        agreement that would prevent it from entering into and performing this Agreement or any WP.

         

        Both Parties will not enter into any other agreement that is
        in conflict with its obligations under the Agreement.

         




 


 



    	 	ARx Confidential
	4



     

    

 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill







 


	XI.Indemnification 	
        ARx: While this agreement is in
        place and for 2 years after the sale of the last ARx produced Product, except to the extent that it is proximately caused by the
        gross negligence, or intentional misconduct in the performance of its obligations under the Agreement by Cynapsus, ARx shall defend,
        indemnify and hold harmless Cynapsus and its officers, directors, employees, successors and assigns from and against any liabilities,
        claims, suits, actions, loss, damage, cost or expense (including reasonable attorneys’ fees and expenses) (“Loss”)
        arising from any third party claim, demand, assessment, action, suit or proceeding (“Claim”) arising from personal
        injury and/or death and/or loss of and/or damage to property as a result of ARx’s gross negligence or intentional misconduct
        in the performance of its obligations under the Agreement;  provided, however, that ARx’s
        liability hereunder shall not exceed [*****] and, provided further, that ARx shall not provide an indemnity for infringement
        of any patent, copyright, trademark, trade secret or other intellectual property rights.

         

        

        Cynapsus: While this Agreement is in place and for
2 years after the sale of the last Product sold by Cynapsus, except to the extent that it is proximately caused by the gross negligence,
or intentional misconduct in the performance of its obligations under the Agreement by ARx, Cynapsus shall defend, indemnify and
hold harmless ARx and its officers, directors, employees, successors and assigns from and against any Loss relating to the Product
or arising from the performance of its obligations under this Agreement. For greater certainty, the obligations of Cynapsus under
this paragraph do extend to defending, indemnifying and holding harmless ARx and its officers, directors, employees, successors
and assigns from and against any Loss or any Claim related to any infringing by ARx of a 3rd party patent related to
its method of making Cynpasus’ Product. 

         

	XII.Insurance 	
        While this Agreement is in place and for 2 years after the expiration
        date of the last unit of Product sold by Cynapsus, Cynapsus shall maintain in full force and effect the following insurance coverage:
        (i) products liability; (ii) contractual liability; and (iii) clinical trials insurance (including coverage for any negligence
        on the part of Cynapsus in the conduct of any clinical trials as well as for any defects or negligence in the design of the clinical
        trial process). Insurance coverage for each of the foregoing subsections (i), (ii) and (iii) shall be in the minimum amount of
        [*****] per occurrence with an annual aggregate amount of [*****]. ARx shall be named as an additional insured and
        the policy/ies shall be endorsed to provide that Cynapsus has assumed the liability set forth above. The policy/ies shall also
        provide for at least 30 days’ notice to ARx of cancellation or nonrenewal. Cynapsus will provide ARx with a copy of a certificate
        of insurance related to such policy/ies upon execution of the Agreement.

         

        While this Agreement is in place and for 2 years after
the expiration date of the last unit of Product manufactured by ARx, ARx shall maintain in full force and effect the following
insurance coverage for products liability. Insurance coverage for the foregoing shall be in the minimum amount of [*****]
per occurrence with an annual aggregate amount of [*****]. The policy/ies shall also provide for at least 30 days’
notice to Cynapsus of cancellation or nonrenewal. ARx will provide Cynapsus with a copy of a certificate of insurance related
to such policy/ies upon execution of the Agreement. 

         




 






    	 	ARx Confidential
	5



     

    

 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill







 


	 	 
	XIII.Assignment	
        Cynapsus may assign its rights and obligations under the Agreement,
        with written notice to ARx, provided that the terms and conditions of this Agreement shall be binding upon any assignee.

         

        ARx may not assign its rights and obligations under the Agreement,
        unless given written consent by Cynapsus.

         

        The terms of this Agreement shall be binding upon its
successors and assigns. 

	XIV.Agreement Supersedes	
        The terms of the Agreement and WPs related hereto constitute
the entire agreement between the Parties and will supersede the terms of the current agreement/agreements between ARx and Cynapsus,
including WPs, whether oral or written, except for the CDA noted above. 



 


Please indicate your acceptance and approval of the terms set
forth above by signing and returning a copy of this letter.


 


Sincerely,


 


/s/ Tadgh PrendevilleMarch 17, 2015


 


General Manager- ARx, LLC.


 


Cc: M. Greth (ARx)


  


 


CYNAPSUS ACCEPTANCE OF FOREGOING AGREEMENT:


 



 


Printed Name:Cynapsus Therapeutics
Inc.


 





	Title: 	President and CEO	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Signature: 	/s/ Anthony Giovinazzo	 	Date:	April 6, 2015 	 







 






    	 	ARx Confidential
	6



     

    

 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill







  


EXHIBIT A – PRODUCT SPECIFICATIONS


 


Product Specification: APL-130277


 


 


Product Name: APL-130277


 


Active Pharmaceutical Ingredient: Apomorphine Hydrochloride
USP


 


Dosage Form: Sublingual Thin Film


 


Description:


 


APL-130277 is a bilayer strip with one layer containing the
active ingredient, apomorphine hydrochloride; and the other layer containing a buffer.


 


Dosage units of 10, 15, 20, 25, and 30 mg are achieved
from a single formulation by cutting different sized rectangular strips from sheets of bulk film:


 


	
         

        Apomorphine Hydrochloride Loading (mg)

         
	Length (mm)	Width (mm)	Area (mm2)
	10	[*****]	[*****]	[*****]
	15	[*****]	[*****]	[*****]
	20	[*****]	[*****]	[*****]
	25	[*****]	[*****]	[*****]
	30	[*****]	[*****]	[*****]


 


Proposed Indication: 


 


On-demand management of “OFF” episodes in patients
with Parkinson’s Disease.


 


Route of Administration: Sublingual


 






    	 	ARx Confidential
	7



     

    

 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill







 


Proposed dose Range: 10, 15, 20, 25, and 30 mg APL-130277
per dose. Additional doses can be


 


provided based on multiple strips administration (eg 2x20 mg
strips for 40 mg dose etc..)


 


Bulk Release Specifications (ARx Specifications):


  


Bulk Apomorphine HCl Hemihydrate / pH Regulating Oral Dissolvable
Bulk and Coated Film AC-93133


  


	Coated Film Test	Acceptance Criteria
	Residual Solvents	
        [*****]

        [*****]

	Assay - Apomorphine	[*****]
	Related Substances	[*****]
	Bulk Uniformity	
        [*****]

        [*****]

        [*****]

        [*****]

	pH	[*****]
	Appearance	[*****]
	Karl Fischer	[*****]
	Water Activity	[*****]


 


 




    	 	ARx Confidential
	8



     

    

 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill







 


General Drug Release Specifications:


 


	
        Test 
	Acceptance Criteria	Analytical Procedure Type
	
        Appearance

         

         

         
	
        [*****]

         

        [*****]

         
	[*****]
	Identity	
        [*****]

        [*****]

        [*****]
	[*****]
	Assay	[*****]	[*****]
	
        Specified Degradation Products

         

         

         

        Unspecified Degradation Product

         

         

         

        Total Impurities

         

         

         
	
        [*****]

         

        

         

         

        [*****]

         

        

        [*****]

         

        [*****]

         
	[*****]
	Content Uniformity	[*****]	[*****]
	Disintegration 	[*****]	[*****]
	pH	[*****]	
        [*****]

         

        [*****]

         

	Water Content	[*****]	[*****]
	Bioburden	
        [*****]

         

        [*****]

         

        [*****]

         

        [*****]

         
	
        [*****]

         

        [*****]

         

        [*****]

         



 


 


 


 




    	 	ARx Confidential
	9



     

    

 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill







 


EXHIBIT B – TEMPLATE WORK PLAN 


 


		Work Plan


 


CYNAPSUS THERAPEUTICS INC. (“Cynapsus”)
and ARx, LLC (“ARx”) have entered into an Agreement dated March __, 2015 (the “Agreement”). Cynapsus
and ARx enter into this Work Plan and Terms of Work as of , 20__ pursuant to Section 2 of the Agreement (“WP”).
Except as modified by this WP, the terms and conditions of the Agreement are incorporated herein by reference and shall govern
the performance of the duties of the Parties under this WP. Capitalized terms used herein and not otherwise defined are used as
defined in the Agreement. In the event of any inconsistency between this WP and the Agreement, the terms of the Agreement shall
govern.


 


PRODUCT DESCRIPTION:
Bi-Layer sublingual soluble film containing one apomorphine layer and one pyridoxine
layer in various strengths for treatment of OFF episodes in Parkinson’s patients
as set forth in the draft product specifications.


 


Project Name: Chill


Quotation Number______________


 


MAJOR
EVENTS:


Key Activities
& Responsibilities Chart


 


	Major Events	Timing	Comments
	I.	 	 
	II.	 	 
	III.	 	 


 


 



    	 	ARx Confidential
	10



     

    

 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill







 





	Event Details	Responsibilities
	Client or Other	ARx
	I.	 	 
	
        Objective: 

         

         
	 	
        Materials: 

         

         

	
        Activities:

         

         
	Materials:	
        Testing:

         

        Mix: 

         

         

	
        Batch Size: 

         

         
	Testing:	Bi-Layer:
	
        Deliverables: 

         

         
	Bi-Layer:	 
	
        Invoicing:

         

         

         
	 	Documentation:

GMP  Batch Record

Data Summary
	II.	 	 
	
        Objective:

         

         

         
	Materials:	
        Materials:

         

         

         

	
        Activities:

         

         

         
	Testing:	
        Testing:

         

        Mix: 

         

         

	
        Batch Size: 

         

         
	
        Mix: 

         

         
	Apo Layer:



 


 



    	 	ARx Confidential
	11



     

    

 


 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill







 


	Event Details	Responsibilities
	Client or Other	ARx
	
        Deliverables:

         

         

         
	Apo Layer:	Bi-Layer:
	
        Invoicing:

         

         

         
	Bi-Layer	Documentation:

GMP  Batch Record

Data Summary
	III.	 	 
	
        Objective:

         

         

         
	Materials:	
        Materials:

         

         

         

	
        Activities:

         

         

         
	Testing:	
        Testing:

         

        Mix:

         

         

         

	
        Batch Size:

         

         

         
	
        Mix:

         

         

         
	Apo Layer:
	
        Deliverables:

         

         

         
	Apo Layer:	Bi-Layer:
	
        Invoicing:

         

         

         
	Bi-Layer	
        Documentation:

GMP Batch Record

Data Summary 

         

         

	Event Details	Responsibilities
	 	Cynapsus or Other	ARx
	IV.TOTAL	 	 


 


Please indicate your acceptance
and approval of the WP set forth above by signing and returning a copy of this letter.


 


Sincerely,


 





 


Business Manager- ARx, LLC.


 


Cc: J. Lind (ARx), B. Lucabaugh
(ARx)


 


	CYNAPSUS ACCEPTANCE OF FOREGOING WORK PLAN SCOPE, RESPONSIBILITIES, TERMS, AND COST:


 





	Printed Name: 	Anthony Giovinazzo	 
	 	 	 
	Title:	President and CEO	 
	 	 	 
	Signature:	 /s/ Anthony Giovinazzo	 
	 	 	 
	Date:	 April 6, 2015	 







 





 




    	 	ARx Confidential
	12



     

    

  





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill


 


EXHIBIT C – CONFIRMATORY ASSIGNMENT


  


CONFIRMATORY ASSIGNMENT


 


WHEREAS, I/We,


 


ARx,
LLC


400
Seaks Run Road


Glen
Rock, PA, 17327


USA


(referred to as “ASSIGNOR”),
has right, title and interest in:


  


SUBLINGUAL FILMS


 


for which the following patent applications
were filed:


  


	Title	Serial No.	Territory	 
	SUBLINGUAL FILMS	
        U.S.S.N. 13/445,656,

         

        Granted as US Pat. No. 8,414,922

         
	United States	Granted
	
        U.S.S.N. 13/858,638

         

        Granted as US Pat. No. 8,846,074

         
	United States	Granted
	
        U.S.S.N. 14/478,975

         

        Filed 09/05/14

         
	United States	Pending



 






    	 	ARx Confidential
	13



     

    

 


 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill



 


	
        SUBLINGUAL FILMS

         

        Corresponding international applications

         

        based upon PCT/US2011/65665,

         

        Filed 12/16/11

         

        PCT Publication No.  WO/2012/083269

         
	Australia Appl. No. AU2011343429	Australia	Pending 
	Brazil Appl. No. BR112013015204-4	Brazil	Pending 
	Canada Appl. No. CA2821756	Canada	Pending 
	China Appl. No. CN 103476372	China	Pending 
	Hong Kong Appl. No. 14106298.0	Hong Kong	Pending 
	Europe Appl. No. EP11848299.1	Europe	Pending 
	Eurasia Appl. No. EA201390855	Eurasia	Pending 
	Indonesia Appl. No. W00201303084	Indonesia	Pending 
	India Appl. No. 6289/DELNP/2013	India	Pending 
	Israel Appl. No. IL226962	Israel	Pending 
	Japan Appl. No. JP2013-544855	Japan	Pending 
	Mexico Appl. No. MX/a/2013/006911	Mexico	Pending 
	New Zealand Appl. No. NZ612686	New Zealand	Pending 
	South Africa Appl. No. ZA2013/04740	South Africa	Pending 
	South Korea Appl. No. 2013-7018648	South Korea	Pending 


  


and for which future
applications may be filed, (collectively referred to as the “Application”),


 


and whereas


 


CYNAPSUS THERAPEUTICS, INC.


828 RICHMOND ST W


TORONTO, ON M6J 3P7 


CANADA


 






    	 	ARx Confidential
	14



     

    

 


 





Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill



 


(“ASSIGNEE”) desires to purchase all of ASSIGNOR’s
rights in same;


 


NOW THEREFORE,
in consideration of the sum of One Dollar ($1.00) and other good and valuable considerations paid by the said ASSIGNEE, the receipt
and sufficiency of which are hereby acknowledged, ASSIGNOR has and by these presents does hereby sell, assign, transfer and convey
unto said ASSIGNEE all of ASSIGNOR’s rights, title, and interest in and to said Application, including in and to any conventional,
division, continuation, continuation-in-part, substitution, reissue, renewal, re-exam, continued prosecution application (“CPA”),
or request for continued examination (“RCE”) thereof, and in and to all inventions, (herein collectively referred to
as “Related U.S. Applications”), preparatory to obtaining Letters Patent of the United States therefore; and ASSIGNOR
hereby requests the Commissioner of Patents and Trademarks to issue any and all Letters Patent of the United States resulting from
said Application and Related U.S. Applications, to ASSIGNEE, for its interest and for the sole use and benefit of ASSIGNEE and
its assigns and legal representatives.


 


For the same consideration,
ASSIGNOR, by these presents does sell, assign, and transfer to ASSIGNEE all of ASSIGNOR’s rights, title and interest in and
to any foreign and international applications related to and/or seeking benefit of said Application and Related U.S. Applications,
and in and to all inventions (herein collectively referred to as “Related Foreign Applications”), in and to any Letters
Patent and similar protective rights granted on said Related Foreign Applications, and in and to the right to claim any applicable
priority rights arising from or required for said Related Foreign Applications under the terms of any applicable conventions, treaties,
statutes, or regulations, said Related Foreign Applications to be filed and issued in the name of ASSIGNEE or its designee, insofar
as permitted by applicable law.


 


For the same consideration,
ASSIGNOR agrees, but at ASSIGNEE’S expense, to sign all lawful papers, execute said Application, Related U.S. Applications
and Related Foreign Applications, make all assignments and rightful oaths, assist in prosecution of said Application, Related U.S.
Applications and Related Foreign Applications, assist in prosecution of legal proceedings, and generally do everything reasonably
possible to aid ASSIGNEE its successors, assigns, and nominees, to obtain and enforce proper protection for all said inventions
in all countries throughout the world.


 


AND, for the same
consideration, ASSIGNOR also hereby sells, assigns and transfers unto ASSIGNEE all of ASSIGNOR’s rights and claims to
sue for damages and other remedies with respect to any and all past infringement of all said Application, Related U.S. Applications,
and Related Foreign Applications, including said inventions which may have occurred before the date of this Assignment.


 


 




    	 	ARx Confidential
	15



     

    

 







Portions herein identified by [*****] have been omitted pursuant
to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of
this document has been filed separately with the Securities and Exchange Commission. 


 



 


Project Name: Chill



 


 





	SIGNED this 20th day of March, 2015:	 	 	 
	 	 	 	 
	 	 	 	 
	Tadgh Prendeville: General Manager, ARx, LLC	 	/s/ Tadgh Prendeville	 
	Name	 	Signature	 
	 	 	 	 
	 	 	 	 
	SIGNED this 20th day of March, 2015:	 	 	 
	 	 	 	 
	 	 	 	 
	Anthony Giovinazzo, President and CEO	 	/s/ Anthony Giovinazzo	 
	Name	 	Signature	 







 





 








    	 	ARx Confidential
	16