Exhibit
10.28


 


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


This
Intellectual Property Security Agreement (“IP Security Agreement”) dated as of April 11, 2022, is made and entered
into by and among Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), any subsidiary of the Company
that is a signatory hereto either now joined or joined in the future (such subsidiaries, together with the Company, the “Debtors”),
and Puritan Partners LLC, as Holder of the 10% Senior Secured Notes due April 11, 2023 in aggregate principal amount of $1,111,111.11
(the “Notes”) of the Company.


 


WHEREAS,
the Company has entered into a Securities Purchase Agreement, dated as of the date hereof and as may be amended from time to time (the
“Securities Purchase Agreement”), with Puritan Partners LLC (the “Lender”), and the Company, and
the Lender has entered into a Security Agreement dated as of the date hereof and as may be amended from time to time (the “Security
Agreement”);


 


WHEREAS,
the Lender has purchased or will purchase from the Company, among other things, the Notes pursuant to the provisions of the Securities
Purchase Agreement; and


 


WHEREAS,
under the terms of the Securities Purchase Agreement and the Security Agreement, the Company and the other Debtors have granted to Lender
a first priority security interest in, among other Collateral, all Intellectual Property of the Debtors, and the Company has agreed as
a condition thereof to execute this IP Security Agreement for recording with the United States Patent and Trademark Office, the United
States Copyright and other governmental authorities.


 


NOW,
THEREFORE, for good and valuable consideration, both the receipt and sufficiency of which are hereby acknowledged, the Debtors hereby
agrees as follows:


 


Section
1. Definitions. The following terms have the meanings set forth below:


 


	 	(a)	“Copyrights”
    means all of the following now owned or hereafter adopted or acquired by any of the Debtors: (i) all copyrights (whether statutory
    or common law, whether established or registered in the United States or any other country or political subdivision thereof, whether
    registered or unregistered and whether published or unpublished), rights and interests in copyrights, works protectable by copyright,
    and General Intangibles of like nature, all registrations and recordings thereof, and all applications in connection therewith, including
    all registrations, recordings, and applications in the United States Copyright Office or in any similar office or agency of the United
    States, any state or territory thereof, or any other country or any political subdivision thereof and all research and development
    relating to the foregoing, (ii) all reissues, extensions, continuations, and renewals thereof and amendments thereto, (iii) income,
    fees, royalties, damages, claims, and payments now or hereafter due and/or payable with respect thereto, including damages and payments
    for past, present and future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue
    for past, present, and future infringements thereof.


 




    	 



     


    

 


	 	(b)	“Copyright
    License” means any and all rights now owned or hereafter acquired by Debtors under any written or oral agreement granting
    any right to use any Copyright or Copyright registration, in each case to the extent assignable by any of the Debtors; provided,
    that, the Company has identified on Schedule C attached hereto whether or not any of the Debtors’ Copyrights or Copyright
    registrations are not assignable. 
	 	 	 
	 	(c)	“Patents”
    shall mean one or all of the following now or hereafter owned by any of the Debtors or in which any of the Debtors now has or hereafter
    acquires any rights: (i) all letters patent of the United States or any other country, all registrations, and recordings thereof,
    and all applications for letters patent of the United States or any other country, (ii) all reissues, continuations, continuations-in-part,
    divisions, reexaminations, or extensions of any of the foregoing and (iii) all inventions disclosed in and claimed in the Patents
    and any and all trade secrets and know-how related thereto.
	 	 	 
	 	(d)	“Patent
    License” shall mean all of the following now owned or hereafter acquired by any of the Debtors or in which any of the Debtors
    now has or hereafter acquires any rights: to the extent assignable by any Debtor, any written agreement granting any right to make,
    use, sell, and/or practice any invention or discovery that is the subject matter of a Patent, in each case to the extent assignable
    by any Debtor; provided, that, the Company has identified on Schedule A attached hereto whether or not any of the Debtors’
    Patents or Patent registrations are not assignable. 
	 	 	 
	 	(e)	“Trademarks”
    shall mean one or all of the following now owned or hereafter acquired by any of the Debtors or in which any of the Debtors now has
    or hereafter acquires any rights: (i) all trademarks (whether registered or unregistered), trade names, corporate names, business
    names, trade styles, service marks, logos, other source or business identifiers, prints, and labels on which any of the foregoing
    have appeared or appear, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations
    and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings, and
    applications in the United States Patent and Trademark Office or in any similar office or agency of any State of the United States
    or any other country or any political subdivision thereof, (ii) all reissues, extensions, or renewals thereof and (iii) the goodwill
    associated with or symbolized by any of the foregoing. 
	 	 	 
	 	(f)	“Trademark
    License” shall mean all of the following now owned or hereafter acquired by any of the Debtors or in which any of the Debtors
    now has or hereafter acquires any rights: any written agreement granting any right to use any Trademark or Trademark registration,
    in each case to the extent assignable by any Debtor; provided, that, the Company has identified on Schedule B attached hereto
    whether or not any of the Debtors’ Trademarks or Trademark registrations are not assignable. 


 




    	 



     


    

 


Section
2. Grant of Security.


 


	 	(a)	Each
    of the Debtors hereby grants to Lender, a first priority security interest in all of such Debtor’s right, title, and interest
    in and to the following (the “Collateral”): 


 


	 	(i)	all
    of its Patents and all Patent Licenses to which it is a party, including, but not limited to, those set forth on Schedule A hereto;
    
	 	 	 
	 	(ii)	all
    of its Trademarks and all Trademark Licenses to which it is a party, including, but not limited to, those set forth on Schedule
    B hereto, together with all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark
    License; 
	 	 	 
	 	(iii)	all
    of its Copyrights and all Copyright Licenses to which it is a party, including, but not limited to, those set forth on Schedule
    C hereto;
	 	 	 
	 	(iv)	all
    reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations of any of the foregoing, all
    rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world
    and all other rights of any kind whatsoever of the Debtors accruing thereunder or pertaining thereto; 
	 	 	 
	 	(v)	any
    and all claims for damages and injunctive relief for past, present, and future infringement, dilution, misappropriation, violation,
    misuse, breach, or injury with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or
    otherwise recover, such damages; and 
	 	 	 
	 	(vi)	any
    and all products and proceeds of, collateral for, income, royalties, and other payments now or hereafter due and payable with respect
    to, and supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing. Except as may
    be set forth on Schedule D hereto, the Debtor is the sole owner of the Collateral, free and clear of any liens, security interests,
    encumbrances, rights or claims, and is fully authorized to grant the first priority security interest in the Collateral. Except as
    set forth on Schedule D hereto, there is not on file in any governmental or regulatory authority, agency or recording office
    an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those
    that will be filed in favor of the Secured Party pursuant to this Agreement) covering or affecting the Collateral. So long as this
    Agreement shall be in effect, the Debtor shall not execute and shall not knowingly permit to be on file in any such office or agency
    any such financing statement or other document or instrument (except to the extent filed or recorded as of the date hereof or in
    favor of the Secured Party pursuant to the terms of this Agreement).


 


	 	(b)	Notwithstanding
    the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes
    void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent
    that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided,
    however, that, to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and,
    to the extent permitted by applicable law, this IP Security Agreement shall create a valid security interest in the proceeds of such
    asset. 


 




    	 



     


    

 


Section
3. Security for Obligations. The grant of a first priority security interest in the Collateral by the Debtors under this IP
Security Agreement and associated intercreditor agreement secures the prompt and complete payment and performance when due of all of
the Obligations (as defined in the Security Agreement), whether direct or indirect, now existing or hereafter arising, absolute or contingent,
and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, guarantee obligations, indemnifications, contract
causes of action, costs, expenses, or otherwise.


 


Section
4. Recordation. Each of the Debtors authorizes and requests that the Register of Copyrights, the Commissioner for Patents,
the Commissioner for Trademarks and any other applicable governmental authority record this IP Security Agreement.


 


Section
5. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the
Securities Purchase Agreement and the Security Agreement. Each Debtor does hereby acknowledge and confirm that the grant of the first
priority security interest hereunder and under the associated intercreditor agreement between the parties to, and the rights and remedies
of, Lender with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated
herein by reference as if fully set forth herein.


 


Section
6. Future Acquisitions. The Company represents and warrants that Schedules A, B and C attached hereto set forth any and all
intellectual property rights in connection to which the Company has registered or filed an application with either the United States
Patent and Trademark Office or the United States Copyright Office, as applicable. The Company shall give the Lender prior written notice
of no less than five (5) Business Days before filing any additional application for registration of any trademark and prompt notice in
writing of any additional trademark registrations, patent registration, or copyright registrations granted therefor after the date hereof.
Without limiting the Company’s obligations under this paragraph, each of the Debtors hereby authorizes the Lender unilaterally
to modify this IP Security Agreement by amending Schedules A, B or C to include any future patents, trademarks, copyrights, licenses
thereto or applications therefor of any Debtor. Notwithstanding the foregoing, no failure to so modify this IP Security Agreement or
amend Schedules A, B or C shall in any way affect, invalidate or detract from Lender’s continuing first priority security interest
in all Collateral, whether or not listed on Schedule A, B or C.


 


Section
7. Remedies. If there occurs an Event of Default, the Lender shall be entitled to exercise any and all remedies available to
the Secured Lender under the Security Agreement for the benefit of Lender.


 


Section
8. Term of Agreement. This IP Security Agreement shall terminate on the date on which all payments under the Notes have been
indefeasibly paid in full. Upon termination of this IP Security Agreement, the Lender shall promptly execute such documents or
instruments and take such further actions as the Company or any Debtor may reasonably request for the purposes of releasing the
security interests granted herein. Debtor may file any terminations with any applicable office upon such termination
date.


 


Section
9. Miscellaneous. Section 18 of the Security Agreement is hereby incorporated herein by reference as if fully set forth
herein, mutatis mutandis.


 


Section
10. Governing Law. This IP Security Agreement shall be governed by, and construed and interpreted in accordance with the
internal laws of the State of New York, without giving effect to its choice of law provisions that would require the application of
another state’s laws.


 


Section
11. Execution in Counterparts. This IP Security Agreement may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


[Signatures
appear on following page]


 




    	 



     


    

 


IN
WITNESS WHEREOF, each Debtor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized
as of the date first above written.


 


JUPITER
NEUROSCIENCES, INC.


 


BY:


 


	/s/
Christer Rosén	 
	Christer Rosén	 
	CEO	 












 


PURITAN
PARTNERS LLC, AS LENDER


 


BY:


 	/s/
Richard Smithline	 
	Richard Smithline	 
	Managing Member