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.


 


 


 


SPONSORED
PROJECT AGREEMENT 


 


Agreement
Number FP00013118


 


THIS
AGREEMENT, effective as of the date of last signature, by and between Virginia Commonwealth University (hereinafter referred
to as “University”) and Hoth Therapeutics having a principal place of business at One Rockefeller Plaza, Suite 1039
New York, NY 10020 (hereinafter referred to as “Sponsor”).


 


RECITALS:



 


		1.	The
                                         research program contemplated by this Agreement is of mutual interest and benefit to
                                         University and Sponsor, will further the multiple missions of University (Instruction,
                                         Research and Public Service) in a manner consistent with its status as a non-profit,
                                         tax-exempt, educational institution, and may derive benefits for Sponsor, University
                                         and society by the advancement of science and engineering through discovery;



 


		2.	Sponsor
                                         believes the University has skills/knowledge/etc. that may be beneficial to sponsor in
                                         fulfilling its own mission and desire to collaborate with University,



 


		3.	University
                                         has a wide portfolio of research and development projects across the enterprise, expansive
                                         knowledge and expertise by its faculty and staff which reflect a substantial public investment
                                         as a part of its mission as a state educational institution,



 


		4.	University
                                         wishes to utilize expertise by one of its faculty in a cooperative and collaborative
                                         research effort with Sponsor on the Project listed below,



 


NOW
THEREFORE, in consideration of the premises and mutual covenants set forth below, the parties hereto agree to the following:


 


Article
1 – Definitions 


 


As
used herein, the following terms shall have the following meanings:


 


		1.	1.1
                                          “Project” shall mean the research described in Appendix A hereof, under
                                         the direction of Dr. Michael Peters (hereinafter referred to as “Principal Investigator”).
                                         



 


		2.	1.2
                                          “Intellectual Property” shall mean certain inventions and/or discoveries
                                         conceived and/or reduced to practice in performance of this Project and resulting patents,
                                         divisionals, continuations, or substitutions of such applications and all reissues thereof,
                                         upon which a University employee or agent is a named inventor. 



 


		3.	1.3
 “Proprietary Information” shall mean any party’s written information and data marked proprietary or non-written
information and data disclosed under this Agreement which is identified at the time of disclosure as proprietary and is
reduced to writing and transmitted to the other party within sixty (60) days of such non-written disclosure.



 






     


     


    

 


Article
2 – Period of Performance 


 


Period
of performance shall be from June 10, 2020 to January 9, 2021 (hereinafter referred to as “Period of Performance”).


 


Article
3 – Research Work 


 


University
shall commence the performance of Project on the first day of Period of Performance and shall use reasonable best efforts to perform
Project substantially in accordance with the terms and conditions of this Agreement.


 


Article
4 – Reports 


 


The
Principal Investigator shall furnish Sponsor with reports regarding Project as specified in Appendix A.


 


Article
5 – Fiscal Considerations 


 


		1.	5.1
                                          Sponsor will pay $[*]for the support of the Project, payable quarterly in advance.
                                         The first payment will be due within ten days of execution of this Agreement. 



 


		2.	5.2
                                          Payments shall be made by check or by Electronic Funds Transfer (EFT). If made
                                         by check, make payable to Virginia Commonwealth University and remit to: 



 


Director,
Grants and Contracts Accounting 800 E. Leigh Street, Suite 3100, PO Box 843039 Richmond, Virginia 23284-3039, USA


 


If
made by EFT, make payable to Virginia Commonwealth University


 


BANK:
[*]


 

BANK ADDRESS: [*]


 


BANK
ABBREVIATION: [*]


 

BANK ACCOUNT NUMBER: [*]


 

ABA Number: [*]


 


OBI:
Cash Compliance Coordinator, gcacash@vcu.edu


 


Sponsor
shall note on its wire transmission that the payment relates to Funding Proposal (FP#), Principal Investigator (name of PI).


 


5.3
In the event of early termination of this Agreement pursuant to Article 10 hereof, Sponsor shall pay all reasonable costs and
non-cancelable obligations incurred by the University as of the date of termination.


 


Article
6 – Publicity 


 


Neither
party to this Agreement will use the name of the other party, nor of any member of the other party’s employees, in any publicity,
advertising, or news release without the prior written approval of an authorized representative of that party. Parties may consider
developing joint press releases upon successful completion of the Project. The parties agree that in order for University to satisfy
its internal, governmental and Conflict of Interest reporting obligations, it may identify Hoth Therapeutics as the Project sponsor,
the name of the Investigator, a brief research title and the amount of funding received from Hoth Therapeutics for the Project.


 






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Article
7 – Publications 


 


		1.	7.1
                                          It is the purpose of this clause, in conjunction with Article 8 – Confidentiality,
                                         to balance Sponsor’s need to protect commercially feasible technologies, products,
                                         or processes with University’s public responsibility to freely disseminate scientific
                                         findings for the advancement of knowledge. University recognizes that the public dissemination
                                         of information based upon research performed under this Agreement cannot contain Proprietary
                                         Information provided by Sponsor to University under this Agreement nor should it jeopardize
                                         Sponsor’s ability to commercialize Intellectual Property developed hereunder. Similarly,
                                         Sponsor recognizes that the scientific results of Project must be publishable and, subject
                                         to the confidentiality provisions of the Agreement, may be presented in forums such as
                                         symposia or international, national, or regional professional meetings, or published
                                         in vehicles such as books, journals, websites, theses, or dissertations. 



 


		2.	7.2
                                          University agrees not to publish or otherwise disclose Sponsor Proprietary Information
                                         that is disclosed by Sponsor to University under this Sponsored Project Agreement. Sponsor
                                         agrees that University, subject to review by Sponsor, shall have the right to publish
                                         results of Project. Sponsor shall be furnished copies of any proposed publication or
                                         presentation at least 30 days before submission of such proposed publication or presentation.
                                         During that time, Sponsor shall have the right to review the material for Proprietary
                                         Information provided by Sponsor and to assess the patentability of any invention described
                                         in the material. If Sponsor decides that a patent application should be filed, the publication
                                         or presentation shall be delayed an additional sixty (60) days or until a patent application
                                         is filed, whichever is sooner. At Sponsor’s request, Proprietary Information provided
                                         by Sponsor shall be deleted. 



 


		3.	7.3
                                          Sponsor agrees that Investigator may be required to disclose support for the Project
                                         from Sponsor as necessary for publication in scientific journals, student theses or as
                                         required by Institutional committee such as the Conflict of Interest Committee in accordance
                                         with Institutional policies and procedures. 



 


Article
8 – Confidentiality 


 


		1.	8.1
                                          Prior to disclosure of Proprietary Information under this Agreement to University
                                         by Sponsor, Sponsor shall notify University of its intent to disclose Proprietary Information
                                         and University shall have the right to decline receipt of said information. 



 


		2.	8.2
                                          Each party to this Agreement agrees to treat Proprietary Information received from
                                         the other party with the same degree of care with which it treats its own Proprietary
                                         Information and further agrees not to disclose such Proprietary Information to a third
                                         party without prior written consent from the party disclosing Proprietary Information.
                                         



 


		3.	8.3
                                          The foregoing obligations of non-disclosure do not apply to Proprietary Information
                                         which: (a) was known to the recipient prior to the disclosure hereunder; (b) was received
                                         from a third party not under an obligation of confidence to recipient; (c) is in the
                                         public domain at the time of disclosure hereunder or subsequently entered the public
                                         domain without the fault of the recipient; (d) has been independently developed by an
                                         employee of recipient that has not had access directly or indirectly to Proprietary Information,
                                         and recipient can substantiate any claim of independent development by written evidence;
                                         or (e) is required to be disclosed by law. 



 


8.4
Unless otherwise agreed to in writing, neither party hereto shall have any obligation of confidentiality under this Agreement
after the earliest of either the fifth anniversary of the conclusion of the Period of Performance or termination in accordance
with Article 10.


 






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Article
9 – Intellectual Property 


 


		1.	9.1
                                          Each party shall be and shall remain the owner of any of its data, documents, know-how,
                                         information, inventions, patents, and any other intellectual property existing prior
                                         to this Project (“Background Intellectual Property”) and this Agreement shall
                                         not affect the ownership of any Background Intellectual Property. The Parties acknowledge
                                         that a licensing agreement was executed on May 18, 2020 between the VCU Intellectual
                                         Property Foundation and Hoth Therapeutics that addresses licensing rights of Hoth Therapeutics
                                         to VCU Background Intellectual property which will be utilized in the performance of
                                         this Project (“Background IP License”). 



 


		2.	9.2
                                          Pursuant to the licensing agreement, the parties acknowledge and agree that University
                                         shall be entitled to (a) publish the scientific findings from research related to Licensed
                                         Patents; and (b) to practice the Licensed Patents for educational, research, patient
                                         care and treatment, and other internal purposes. Such reservation shall include the right
                                         to extend such right to practice under the Licensed Patents for educational and research
                                         purposes (but not for patient care and treatment, or any other internal purpose) to subsequent
                                         employers of any of the Inventors, but only to the extent that such employers are not-for-profit
                                         organizations. Such reservation shall further include the right to provide technical
                                         information, and to grant licenses under the Licensed Patents, to not-for-profit and
                                         governmental institutions for their internal research and scholarly use only, in accordance
                                         with the NIH Guidelines for Obtaining and Disseminating Biomedical Research Resources
                                         (as published in the U.S. Federal Register / vol. 64, No. 246 - 12/23/99). 



 


		3.	9.3
                                          The purpose of this clause is to balance Sponsor’s ability to reasonably
                                         exploit, with due competitive advantage, the commercial viability of technologies, products,
                                         or processes with University’s responsibility to ensure the broadest public benefit
                                         from the results of University research. University recognizes that one of the prime
                                         reasons Sponsor has entered this Agreement Sponsor believes the University has skills/knowledge/etc.
                                         that may be beneficial to sponsor in fulfilling its own mission. At the same time, Sponsor
                                         recognizes that University has an obligation to utilize the knowledge and technology
                                         generated by University research in a manner which maximizes societal benefit and economic
                                         development and which provides for the education of graduate and undergraduate students.
                                         



 


		4.	9.4
                                          University will promptly disclose to Sponsor in writing any Intellectual Property
                                         made during the Project performed hereunder. Such disclosure shall be sufficiently detailed
                                         for Sponsor to assess the commercial viability of the technology and shall be provided
                                         and maintained by Sponsor in confidence pursuant to the terms of Article 8. Sponsor shall
                                         have up to ninety (90) days from the receipt of the disclosure to inform University whether
                                         it elects to have University file a patent application thereon pursuant to the procedures
                                         set forth below. 



 


		5.	9.5
 Except as otherwise covered under the Background IP License, all rights and title to Intellectual Property shall be subject
to Sponsor’s licensing terms below and belong to University. University, through the VCU Intellectual Property Foundation,
the University’s technology transfer organization, shall grant Sponsor an option to negotiate a license to Intellectual
Property. Such license shall be non-exclusive or upon Sponsor’s election (and to the extent University may be free to do
so) exclusive within Sponsor’s field of commercial interest. Terms and conditions of such license, including specification
of sublicensing rights and royalties, are to be negotiated in good faith and agreed upon between the VCU Intellectual Property
Foundation and Sponsor. Sponsor shall have six (6) months from the date of disclosure of Intellectual Property to Sponsor to exercise
its option. Sponsor shall have upon election ninety (90) days to negotiate a license, which period can be extended by mutual agreement.
In the event the parties fail to reach a mutually acceptable license agreement within the above specified time period or
Sponsor fails to exercise its option within the six (6) month option period, University shall be entitled to license the Intellectual
Property to others.



 






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		6.	9.6
                                          University shall promptly file and prosecute patent applications, using counsel
                                         of University’s choice after due consultation with Sponsor. University shall keep
                                         Sponsor advised as to all developments with respect to application(s) and shall promptly
                                         supply copies of all papers received and filed in connection with the prosecution in
                                         sufficient time for Sponsor to comment. Sponsor’s comments shall be taken into
                                         consideration. Sponsor shall reimburse University for all reasonable out-of-pocket costs
                                         incurred in connection with such preparation, filing, and prosecution of patent(s). 



 


		7.	9.7
                                          Copyright to copyrightable materials, including computer software, resulting from
                                         Project shall vest in University, as per the University’s Intellectual Property
                                         Policy, with a royalty-free license to Sponsor for its non-commercial use. University
                                         shall grant Sponsor an option, under similar conditions to the option in Section 9.4,
                                         to license any such material(s) it wishes to develop for commercial purposes on reasonable
                                         terms and conditions, including a reasonable royalty, as the parties hereto agree in
                                         a subsequent writing. 



 


		8.	9.8
                                          Sponsor understands that University must comply with the provisions of the Bayh-Dole
                                         Act. To the extent that U.S. Government approval may be deemed necessary to transfer
                                         license rights hereunder to Sponsor, Sponsor shall provide whatever reasonable assistance
                                         is required, and will reimburse University for all external costs associated therewith.
                                         



 


Article
10 – Termination 


 


		1.	10.1
                                          Either party may terminate this Agreement upon ninety (90) days prior written notice
                                         to the other. 



 


		2.	10.2
                                          In the event that either party hereto shall commit any material breach of or default
                                         in any terms or conditions of this Agreement, and also shall fail to reasonably remedy
                                         such default or breach within sixty (60) days after receipt of written notice thereof,
                                         the non-breaching party may, at its option and in addition to any other remedies which
                                         it may have at law or in equity, terminate this Agreement by sending notice of termination
                                         in writing to the other party to such effect. Termination shall be effective as of the
                                         day of the receipt of such notice. 



 


		3.	10.3
                                          Termination of this Agreement by either party for any reason shall not affect the
                                         rights and obligations of the parties accrued prior to the effective date of termination
                                         of this Agreement, except insofar as Sponsor’s breach of contract for failure to
                                         make payments under Article 5 shall cause Sponsor to forfeit its rights under Article
                                         9.4, 9.5 and 9.7. The rights and obligations of Article 8 of this Agreement shall survive
                                         termination. 



 


Article
11 – Independent Contractor 


 


		1.	11.1
                                         In the performance of Project, University shall be deemed to be and shall be an
                                         independent contractor. 



 


		2.	11.2
                                         Neither party hereto is authorized or empowered to act as agent for the other for
                                         any purpose and shall not on behalf of the other party enter into any contract, warranty,
                                         or representation as to any matter. Neither party shall be bound by the acts or conduct
                                         of the other. 



 


		3.	11.3
                                         The Parties understand and acknowledge that Dr. Michael Peters, acting on his own
                                         behalf, and Hoth Therapeutics entered into an Advisory Board Agreement dated May 19,2020.
                                         The Parties agree that nothing in this Sponsored Project Agreement is intended to amend,
                                         restrict or impair any rights or obligations of Hoth Therapeutics pursuant to that Advisory
                                         Board Agreement and 



 


that
nothing in the Advisory Board Agreement shall restrict or impair any rights or obligations of the University and/or Dr. Peters
acting as an employee of the University in the performance of the research under this Agreement. Notwithstanding the foregoing,
Hoth Therapeutics acknowledges that University must comply with University policies and applicable state law regarding the review,
management and resolution of any potential conflicts of interest in research and that Dr. Peters is obligated to abide by the
University’s Conflict of Interest Committee’s determination as it pertains to the activities under this Agreement.
Any disclosures required for conflict of interest management shall be an authorized disclosure of information under this Agreement.
In the event of a conflict between the Advisory Board Agreement and this Sponsored Project Agreement, Hoth Therapeutics agrees
to notify University and Principal Investigator in writing and the Parties shall work in good faith to amend the Sponsored Project
Agreement to address the conflict or shall have the option to terminate this Agreement upon written notice to the other Party.


 






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11.4
Nothing contained within this Agreement shall impose an obligation of exclusivity on one party by the other. Both parties
reserve the right to enter into and to participate in other activities (either alone or with a third party) including,
but not limited to, clinical trials and sponsored research projects.


 


Article
12 – Liability 


 


To
the extent allowed by law, each party assumes all risks of personal injury, bodily injury including death, and property damage
cause by the negligent acts or omissions of that party. Except as provided above, Sponsor shall fully indemnify and hold harmless
University against all claims and costs (including counsel fees) arising out of Sponsor’s use, commercialization, or distribution
of information, materials, or products which result in whole or in part from the research performed pursuant to this Agreement.
Sponsor will hold University harmless from any claims arising from third party claims that the work performed hereunder infringes
third party intellectual property rights. University has no knowledge of any such claims.


 


Article
13 – Notices 


 


Notices,
invoices, communications, and payments hereunder shall be deemed made if given by overnight courier or by registered or certified
envelope, post prepaid, and addressed to the party to receive such notice, invoice or communication at the address given below
or such other address as may hereafter be designated by notice in writing:


 


If
to Sponsor: Name/Title Address City/State/Zip


 


If
to University:


 


Payment
Matters:


 


Hayley
Behrmann, VP of Operations One Rockefeller Plaza, Suite 1039


 


New
York, NY 10020


 


Director,
Office of Sponsored Programs- Industry and Clinical Trials


 


Office
of Sponsored Programs Virginia Commonwealth University 800 E. Leigh Street, Suite 3200 Richmond, VA 23298-0568


 


Director


 


Phone:
646-756-2997


 


Fax:
Email:hayley@hoththerapeutics.com


 


Phone:
804-827-4992 Fax: 804-828-2051 Email: ospred@vcu.edu


 


Phone:
804-828-0033


 






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Grants
& Contracts Accounting Virginia Commonwealth University 800 E. Leigh Street, Suite 3100 Richmond, VA 23284-3039


 


Fax:
804-828-8644


 


Technical
Issue: PI

Title

Campus Address


 


City/State/Zip

Notice given pursuant to this Article shall be effective as of the day of receipt of notice.


 


Article
14 – Governing Law 


 


Dr.
Michael H. Peters

Professor Fax:

601 West Main Street

Department of Chemical

and Life Science Engineering Email: mpeters@vcu.edu Virginia Commonwealth University

Richmond, VA 23284


 


This
Agreement shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to conflict of law principles.
Nothing in this Agreement will be construed as a promise by University to achieve any specific research result. In the event of
a conflict between this Agreement and any attachment hereto, the terms of this Agreement will govern.


 


Article
15 – General Provisions 


 


		1.	15.1
                                          Good Laboratory Practices – The Sponsor acknowledges that University does
                                         not comply with and the Project will not be conducted in accordance with the requirements
                                         of 21 CFR Part 58, Good Laboratory Practice for Nonclinical Laboratory Studies (the “GLP
                                         Regulations”). In any submission by the Sponsor to the U.S. Food and Drug Administration
                                         citing the Research, the Sponsor will state that the Research was not intended to be
                                         performed in compliance with the GLP Regulations. The Sponsor will indemnify University
                                         for all costs and expenses, including attorneys’ fees, incurred in connection with
                                         any audit or inspection by the U.S. Food and Drug Administration concerning University’s
                                         compliance or noncompliance with the GLP Regulations in the conduct of the research.
                                         



 


		2.	15.2
                                          Non-assignability – The rights and obligations of the parties under this
                                         Agreement shall not be assignable without written permission of the other party. 



 


		3.	15.3
                                          Severability – If any provision hereof is held unenforceable or void, the
                                         remaining provisions shall be enforced in accordance with their terms. 



 


		4.	15.4
                                          Entire Agreement - This Agreement contains the entire and only agreement between
                                         the parties respecting the subject matter hereof and supersedes or cancels all previous
                                         negotiations, agreements, commitments, and writings between the parties regarding the
                                         subject of this Agreement. Should processing of this Agreement require issuance of a
                                         purchase order or other contractual document, all terms and conditions of said document
                                         are hereby deleted in entirety. This Agreement may not be amended in any manner except
                                         by an instrument in writing signed by the duly authorized representatives of each of
                                         the parties hereto. 



 


		5.	15.5
                                          Export Control Regulations – Sponsor agrees that it shall comply with all
                                         applicable export control regulations of the United States of America. The University
                                         will not accept export-controlled materials or technical information under this Agreement.
                                         Sponsor warrants that materials and technical information provided to University are
                                         not subject to U.S. Export Control laws. 



 


Phone:
804-828-7790


 






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IN
WITNESS WHEREOF, the parties hereto have caused these presents to be executed in duplicate as of the day and year first above
written.


 


	By an Authorized Official of University	 
	 	 
	/s/ Melanie A. Wiggins	 
	Name:	Melanie A. Wiggins	 
	Title:	Director of Sponsored Programs Industry and Clinical Trials	 
	Date:	6/29/2020	 
	 	 
	By an Authorized Official of Sponsor	 
	 	 
	/s/ Robb Knie	 
	Name:	Robb Knie	 
	Title:	CEO	 
	Date:	June 26, 2020	 




 






     


     


    

 


Appendix
A


 


[*]