UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 11, 2015

 

NEUROTROPE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 333-172647 46-3522381
(State or other
jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer
Identification
Number)

 

50 Park Place, Suite 1401
Newark, New Jersey 07102

(Address of principal executive offices, including ZIP code)

 

(973) 242-0005

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

     

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Letter Agreement re: NRV Director Nominees

 

The Amended and Restated Stockholders Agreement, dated August 23, 2013, which provided, among other items, for the nomination of two directors by Neurosciences Research Ventures, Inc. (“NRV”) and two additional directors by the “Majority Abeles Stockholders” has been termination. See Item 1.02 below regarding the termination of the Amended and Restated Stockholders Agreement, dated August 23, 2013.

 

On November 12, 2015, Neurotrope, Inc. (the “Company”) and NRV entered into a letter agreement (the “Letter Agreement”) pursuant to which the Company agreed to take such reasonable actions within its control so that two (2) representatives designated by NRV (the “NRV Designees”) are nominated for election to the board of directors of the Company (the “Board”) at each annual meeting of stockholders until such time as the TLSA (as defined below) is no longer in effect. Furthermore, the Company will use its best efforts to ensure that (i) each NRV Designee is included in the Board’s slate of nominees to the stockholders for each election of directors, and (ii) each NRV Designee is included in the proxy statement for every meeting of the stockholders of the Company called with respect to the election of members of the Board. Subject to applicable law and stock exchange rules, no NRV Designee shall be removed from the Board unless such removal is for cause or requested in writing by NRV. In the event that any NRV Designee shall cease to serve for any reason, NRV shall be entitled to designate such person’s successor and the Board will promptly fill the vacancy with such successor nominee and such designee will serve the remainder of the term of the director whom such designee replaces. Under the Letter Agreement, if an NRV Designee is not appointed or elected to the Board because of such person’s death, disability, disqualification, withdrawal as a nominee or for other reason is unavailable or unable to serve on the Board, NRV is entitled to designate another nominee for such Board seat.

  

Amendment to Amended and Restated Technology License and Services Agreement

 

On November 12, 2015, Neurotrope Bioscience, Inc. (“Neurotrope Bioscience”), the Company’s operating subsidiary, on the one hand, and Blanchette Rockefeller Neurosciences Institute (“BRNI”), and NRV II, LLC (“NRV II”), on the other hand, entered into an amendment (the “Amendment”) to the Amended and Restated Technology License and Services Agreement, dated February 4, 2015, between such parties (the “TLSA”) pursuant to which BRNI granted rights in certain technology to Neurotrope Bioscience.

 

Under the Amendment, the “Advances on Future Royalties” section of the TLSA was amended and restated to (i) eliminate the requirement that Neurotrope Bioscience pay BRNI prepaid royalties equal to five percent (5%) of financing proceeds received by Neurotrope Bioscience in any financing prior to a public offering, and (ii) provide that Neurotrope Bioscience will deliver to BRNI, following each closing pursuant to a certain securities purchase agreement, an amount equal to 2.5% of the Post-PA Fees Proceeds received at such closing. In addition, the Amendment provides that on or prior to December 31, 2016, Neurotrope Bioscience shall deliver to BRNI an amount equal to 2.5% of the aggregate Post-PA Fee Proceeds received at the closings. Each payment would constitute an advance royalty payment to BRNI and will be offset (with no interest) against the amount of future royalty obligations payable until such time that the amount of such future royalty obligations equals in full the amount of the advance royalty payments made. “Post-PA Fee Proceeds” means the gross proceeds received, less all amounts paid to the placement agent(s), in relation to such gross proceeds. No other expenses of Neurotrope Bioscience shall be subtracted from the gross proceeds to determine the “Post-PA Fee Proceeds.”

 

 

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Statement of Work

 

On November 12, 2015, Neurotrope Bioscience and BRNI entered into a new Statement of Work Agreement (“SOW Agreement”) pursuant to the TLSA. The SOW Agreement is effective as of November 1, 2015 and continues until December 31, 2016.

 

Pursuant to the SOW Agreement, Neurotrope Bioscience agreed to pay BRNI one million one hundred sixty six thousand six hundred sixty six dollars ($1,166,666) in service fees payable in the amount of eighty three thousand three hundred thirty three dollars ($83,333) per month for each month from November 1, 2015 through December 31, 2016. The payments under the SOW Agreement will satisfy Neurotrope Bioscience’s obligations to reimburse BRNI pursuant to Section 5.6 of the TLSA for any and all attorneys’ fees, translation costs, filing fees, maintenance fees, and other costs and expenses related to applying for, filing, prosecuting, and maintaining patents and applications for the licensed intellectual property incurred by BRNI during the term of the SOW Agreement (but, for the avoidance of doubt, such payments shall not satisfy any attorneys’ fees, translation costs, filing fees, maintenance fees, or other costs or expenses related to applying for, filing, prosecuting, and maintaining patents and applications for the licensed intellectual property incurred by BRNI after the expiration or termination of the SOW Agreement term), as well as any litigation costs which BRNI may incur related to any of the licensed intellectual property during the SOW Agreement term. BRNI shall not commence any litigation to enforce the licensed intellectual property without the consent of Neurotrope (which consent shall not be unreasonably withheld, delayed, or denied).

 

In consideration for the payments made pursuant to the SOW Agreement, BRNI shall perform the services requested by Neurotrope Bioscience for the further development of Neurotrope’s bryostatin drug platform. In addition, under the terms of the SOW Agreement, BRNI may enroll one (1) additional compassionate use, in addition to the compassionate use patient currently enrolled, in trials of BRNI’s Alzheimer’s therapeutic drug platform during the SOW Agreement term, and the payments set forth above, shall satisfy any and all of Neurotrope Bioscience’s obligation whatsoever to BRNI or to any other third party for costs incurred or to be incurred by BRNI relating to such trials. Neurotrope Bioscience and BRNI shall jointly review protocols which shall be established to the parties’ mutual satisfaction and contain appropriate safety measures to be employed by the treating physician. No additional compassionate use or expanded access patients will be enrolled by BRNI without the consent of Neurotrope Bioscience.

Exhibits

 

The foregoing descriptions of the Amendment, Letter Agreement, and SOW Agreement are each qualified in its entirety by reference to the full text of each the Amendment, Letter Agreement, and SOW Agreement which are attached to this Current Report on Form 8-K and are incorporated by reference herein.

  

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Item 1.02 Termination of a Material Definitive Agreement.

 

On November 12, 2015, the Company, NRV, Dan Alkon and Northlea Partners LLLP agreed to terminate the Amended and Restated Stockholders Agreement, dated August 23, 2013, in its entirety. Prior to its termination, the Amended and Restated Stockholders Agreement provided for various matters, including (i) the nomination and election to the Board of Directors of the Company of two representatives of NRV and two representatives of the “Majority Abeles Stockholders” (of which Northlea Partners LLP was the majority holder), (ii) first refusal rights prior to the transfer of certain stockholder shares, (iii) tag-along/participation rights in relation to transfer of shares by applicable stockholders, (iv) drag-along obligations in relation to certain fundamental changes and changes in ownership, and (v) restrictions on transfer.

 

See Item 1.01 above regarding the letter agreement pertaining to director nominees of NRV and Item 5.02 below regarding the resignation of Dr. John Abeles, who was previously an “Abeles Designee” of the “Majority Abeles Stockholders” pursuant to the director designee provisions of the terminated Amended and Restated Stockholders Agreement.

 

NRV, an affiliate of BRNI, is a significant stockholder of Neurotrope Inc. See the Section 16 reports and Schedule 13G/A’s filed by NRV and/or its affiliates with the Securities and Exchange Commission for details regarding its holdings of Neurotrope Inc. securities.

 

On February 4, 2015, Neurotrope BioScience, BRNI and NRV II (another affiliate of BRNI) entered into the TLSA, which further amended and restated the Technology License and Services Agreement dated as of October 31, 2012, as amended by Amendment No. 1 dated as of August 21, 2013. Pursuant to the TLSA, Neurotrope BioScience maintained an exclusive (except under certain circumstance), non-transferable (except pursuant to the TLSA’s assignment provision), world-wide, royalty-bearing right, with a right to sublicense (in accordance with the terms and conditions described below), under BRNI’s and NRV II’s respective right, title and interest in and to certain patents and technology owned by BRNI or licensed to NRV II by BRNI as of or subsequent to October 31, 2012 to develop, use, manufacture, market, offer for sale, sell, distribute, import and export certain products or services for therapeutic and diagnostic applications for Alzheimer’s Disease and other cognitive dysfunctions in humans or animals (the “Field of Use”). Additionally, the TLSA specifies that all patents that issue from a certain patent application, shall constitute licensed patents and all trade secrets, know-how and other confidential information claimed by such patents constitute licensed technology under the BRNI License. See Item 1.01 above for additional information regarding an amendment to the TLSA and a statement of work relating thereto. See also Neurotrope’s filings with the Securities and Exchange Commission for further details regarding the TLSA and various other statements of work entered into pursuant to the TLSA.

 

Dr. Daniel Alkon, is the Chief Scientific Officer of the Company and has been an advisor to Neurotrope BioScience since its formation. Dr. Alkon has been the founding Scientific Director of BRNI since 1999. Dr. Alkon occupies the Toyota Chair in Neuroscience at BRNI. In this position, he and his team conduct multidisciplinary research on the molecular and biophysical mechanisms of memory and memory dysfunction in psychiatric and neurological disorders, particularly AD. He is also a professor at BRNI. Dr. Alkon is not an employee of Neurotrope BioScience.

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

Resignation of Dr. John Abeles

 

On November 11, 2015, Dr. John Abeles informed the Board of Directors of the Company that he was resigning as a director of the Company effective as of November 12, 2015. Dr. Abeles agreed to provide consulting services to the Company for a period of approximately one year.

 

Amendment to Robert Weinstein’s Employment Agreement

 

On November 12, 2015, the Company and Robert Weinstein, the Chief Financial Officer of the Company, have agreed to amend the terms of his employment agreement to provide that Mr. Weinstein’s target bonus is a fully discretionary bonus from inception of contract to expiration of contract.

 

 

Item 9.01 Financial Statements and Exhibits

 

The following exhibit is filed herewith:

 

(d) Exhibits.

 

Exhibit

Number

 

Description 

   

10.1

 

Amendment to Amended and Restated Technology License and Services Agreement among Neurotrope BioScience, Inc., Blanchette Rockefeller Neurosciences Institute and NRV II, LLC, dated November 12, 2015

   

10.2

Letter Agreement between the Neurotrope, Inc. and Neurosciences Research Ventures, Inc. regarding NRV Director Nominees, dated November 12, 2015

   

10.3

Statement of Work Agreement between Neurotrope BioScience, Inc. and Blanchette Rockefeller Neurosciences Institute, dated November 12, 2015

 

 

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

  NEUROTROPE, INC.
     
     
Dated: November 13, 2015 By: /s/ Robert Weinstein
    Name: Robert Weinstein
    Title: Chief Financial Officer,
    Executive Vice President, Secretary and Treasurer

 

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EXHIBIT INDEX

 

Exhibit

Number

 

Description 

   

10.1

 

Amendment to Amended and Restated Technology License and Services Agreement among Neurotrope BioScience, Inc., Blanchette Rockefeller Neurosciences Institute and NRV II, LLC, dated November 12, 2015

   

10.2

Letter Agreement between the Neurotrope, Inc. and Neurosciences Research Ventures, Inc. regarding NRV Director Nominees, dated November 12, 2015

   

10.3

Statement of Work Agreement between Neurotrope BioScience, Inc. and Blanchette Rockefeller Neurosciences Institute, dated November 12, 2015

 

 

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Exhibit 10.1

 

AMENDMENT TO

AMENDED AND RESTATED

TECHNOLOGY LICENSE AND SERVICE AGREEMENT

 

 

This Amendment to Amended and Restated Technology License and Services Agreement (this “ Amendment ”), dated as of November 12, 2015, is made by and between Neurotrope Bioscience, Inc., a Delaware corporation (“ Neurotrope ”), on the one hand, and Blanchette Rockefeller Neurosciences Institute, a not-for-profit institution organized and existing under the laws of the State of West Virginia (“ BRNI ”), and NRV II, LLC, a limited liability company organized under and existing under the laws of the State of Delaware (“ NRV ”), on the other hand. Each of Neurotrope, BRNI and NRV may be referred to as a “ Party and collectively, as “ Parties in this Amendment, as the case may be.

 

WHEREAS, the Parties previously entered into the Amended and Restated Technology License and Services Agreement, dated February 4, 2015 (the “ TLSA ”) pursuant to which BRNI granted rights in certain technology to Neurotrope; and

 

WHEREAS, Section 4.3 of the TLSA provides for the advance payment of future royalties by Neurotrope to BRNI in relation to Neurotrope financing transactions occurring prior to a public offering; and

 

WHEREAS, the Parties desire to (i) amend Section 4.3 of the TLSA to modify Neurotrope’s advance payment obligations thereunder and (ii) terminate the Stockholders Agreement (as such term is defined in the TLSA); and

 

WHEREAS, the Parties have agreed that it is in the best interest of all of the Parties to amend Section 4.3 “Advances on Future Royalties”.

 

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and subject to the terms and conditions set forth herein below, and intending to be legally bound, Neurotrope, BRNI and NRV agree as follows:

 

 

1. Amendment to Section 4.3. Section 4.3 of the TLSA is hereby amended and restated in its entirety to read as follows:

 

4.3 Advances on Future Royalties . Promptly (but in no event more than three business days) following each of the dates of the Initial Closing and the Final Closing (as such terms are defined in the Securities Purchase Agreement, dated on or about November 13, 2015, between Neurotrope and the several buyers thereto) and the closing of any extension of the Securities Purchase Agreement, Neurotrope shall deliver, or cause to be delivered, to BRNI an amount equal to two and one-half percent (2.5%) of the Post-PA Fees Proceeds (as defined below) received by Neurotrope at each such closing. In addition, on (or prior to) December 31, 2016, Neurotrope shall deliver, or cause to be delivered, to BRNI an amount equal to an additional two and one-half percent (2.5%) of the aggregate Post-PA Fee Proceeds received by Neurotrope at the Initial Closing, the Final Closing and the closing of any extension of the Securities Purchase Agreement. Each such payment shall constitute an advance Royalty payment hereunder and will be offset (with no interest) against the amount of future Royalty obligations payable under Section 4.5 until such time that the amount of such future Royalty obligations equals in full the amount of the advance Royalty payments made pursuant to this Section 4.3. For purposes of this Section 4.3, “Post-PA Fee Proceeds” shall mean the gross proceeds received by Neurotrope at the Initial Closing, the Final Closing and/or any closing of any extension of the Securities Purchase Agreement, as applicable, less all amounts paid by Neurotrope to the placement agents in relation to such gross proceeds. For sake of clarity, no other expenses of Neurotrope relating to the Initial Closing, the Final Closing or the closing of any extension of the Securities Purchase Agreement under the Securities Purchase Agreement shall be subtracted from the gross proceeds to determine the Post-PA Fee Proceeds.”

 

 

 

In furtherance of the foregoing, the Parties acknowledge and agree that Neurotrope shall have no obligation to pay BRNI or NRV any advance payment of future Royalty (as such term is defined in the TLSA) under the TLSA, including without limitation pursuant to Section 4.5 thereof, except as expressly set forth in the amended and restated Section 4.3 set forth immediately above.

 

2. Termination and Waiver of the Stockholders Agreement.

 

The Parties acknowledge and agree that simultaneously herewith the Parties (and other appropriate parties thereto) have entered into a Termination and Waiver of the Stockholders Agreement. Notwithstanding the termination of the Stockholders Agreement, the Parties hereby agree that the terms defined in the Stockholders Agreement and incorporated by reference into the TLSA shall continue to have the respective meanings provided for such terms as set forth in the Stockholders Agreement.

 

3 . B Round Financing and Fixed Research Fee .

 

The Parties acknowledge and agree that the term “B Round Financing” as defined in Section 1.5 of the TLSA shall also include the proceeds from the exercise of any of the Series A-E Warrants as defined in the Securities Purchase Agreement stated above. The Parties also acknowledge that the payment of the “Fixed Research Fee” as defined in Section 1.20 of the TLSA shall commence on the later of January 1, 2017 or the date on which Neurotrope has actual receipt from the B Round Financing, including the exercise of any of the Series A-E Warrants, of twenty-five million dollars ($25,000,000). Furthermore, the Fixed Research Fee for a given year shall be credited against any Service Fees that are paid by Neurotrope to BRNI in such year pursuant to an SOW that Neurotrope requests pursuant to the TLSA.

 

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4. Miscellaneous.

 

(a) The provisions of Sections 13.3 (‘Dispute Resolutions’), 13.4 (‘Choice of Law’), 13.5 (‘Jurisdiction and Venue’), 13.6 (‘Construction’), 13.7 (‘Counterparts’), 13.12 (‘Headings’), and 13.13 (‘Notices’), and 13.15 (‘Severability’) of the TLSA are hereby incorporated by reference as if set forth in full herein, mutatis mutandis .

 

(b) Except as provided herein, the terms of the TLSA shall remain in full force and effect. The TLSA, as amended hereby, constitutes the entire agreement among the Parties as to the subject matter of this Amendment and supersedes and merges all prior negotiations, representations, agreements and understandings regarding the same.

 

 

 

 

 

[ The remainder of this page is intentionally left blank . ]

 

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IN WITNESS WHEREOF, the Parties have executed this Amendment to Amended and Restated Technology License and Services Agreement by their respective duly authorized officers or representatives as of the day first above written.

 

 

NEUROTROPE BIOSCIENCE, INC.

 
   
   
   
By: /s/ Robert Weinstein  
Name: Robert Weinstein  
Title: Secretary and Treasurer  
Date: 11/13/15  

 

BLANCHETTE ROCKEFELLER
NEUROSCIENCES INSTITUTE.
 

 

NRV II, LLC

        
     
     
By: /s/ William S. Singer   By: /s/ William S. Singer
Name: William S. Singer   Name: William S. Singer
Title: President     Title:
Date:   Date:

 

 

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Exhibit 10.2

 

November 12, 2015

 

 

By Electronic Mail and Facsimile

 

Neurosciences Research Venures, Inc.

364 Patteson Drive, #279

Morgantown, WV 26505

Attention: William Singer

 

Re: Neurotrope, Inc. — PRIVILEGED AND CONFIDENTIAL

 

Dear Mr. Singer:

 

In consideration of entering into that certain Termination and Waiver Agreement, dated November 12, 2015, by and among Neurotrope, Inc. (the “Company”), Neurosciences Research Ventures, Inc. (“NRV”), Dan Alkon and Northlea Partners LLLP, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and NRV hereby agree that the Company shall take such reasonable actions within its control, including calling special board and Nominating and Corporate Governance Committee meetings, so that two (2) representatives designated by NRV (the “NRV Designees”) are nominated for election to the board of directors (the “Board”) of the Company at each annual meeting of shareholders until such time as the Amended and Restated License and Services Agreement, dated February 4, 2015, by and among the Company, Neurotrope Bioscience, Inc., Blanchette Rockefeller Neurosciences Institute and NRV II, LLC is no longer in effect. The Company agrees to use its best efforts to ensure that (i) each NRV Designee is included in the Board’s slate of nominees to the stockholders for each election of directors; and (ii) each NRV Designee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. Subject to the provisions of applicable law and the rules of any stock exchange on which the Company’s common stock is listed or quoted, no NRV Designee shall be removed from the Board unless such removal is for cause or requested in writing by NRV. In the event that any NRV Designee shall cease to serve for any reason, NRV shall be entitled to designate such person’s successor in accordance with this agreement and the Board shall promptly fill the vacancy with such successor nominee; it being understood that any such designee shall serve the remainder of the term of the director whom such designee replaces. If an NRV Designee is not appointed or elected to the Board because of such person’s death, disability, disqualification, withdrawal as a nominee or for other reason is unavailable or unable to serve on the Board, NRV shall be entitled to designate promptly another nominee and the director position for which the original NRV Designee was nominated shall not be filled pending such designation.

 

 

[ Signature page follows ]

 

     

 

 

 

Please countersign this letter in the space provided below and return one copy to the undersigned to reflect NRV’s agreement to the foregoing.

 

  Sincerely,  
     
  NEUROTROPE, INC.  
     
     
  By: /s/ Robert Weinstein  
  Name: Robert Weinstein,  
  Title: Executive Vice President, Chief  
    Financial Officer, Secretary and Treasurer  

 

 

ACKNOWLEDGED AND AGREED:

 

NEUROSCIENCES RESEARCH

VENTURES, INC.

 

 

By :_ /s/ William Singer ___________

Name: William Singer

Title: Director

 

 

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Exhibit 10.3

 

Statement of Work Agreement

 

This Statement of Work Agreement (“ SOW Agreement ”) is made and entered into on November 12, 2015 by and between Neurotrope Bioscience, Inc. (“ NTRP ” or “ Neurotrope ”) and Blanchette Rockefeller Neurosciences Institute (“ BRNI ”) (each, a “ Party ” and collectively, the “ Parties ”), and is effective as of November 1, 2015 (the “ SOW Agreement Effective Date ”), pursuant to that certain Amended and Restated Technology License and Services Agreement dated February 4, 2015 by and between NTRP, on the one hand, and BRNI and NRV II LLC, on the other hand, (the “TLSA”). This SOW Agreement hereby incorporates, and is subject to, the terms and conditions of the TLSA. All capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the TLSA.

 

WHEREAS , the Parties intend that this SOW Agreement shall constitute a Statement of Work pursuant to Paragraphs 3.1 and 3.2 of the TLSA for Services to be provided by BRNI to NTRP under the TLSA; and

 

WHEREAS pursuant to Section 5.6 of the TLSA, BRNI has the “sole and exclusive right (but not the obligation) to apply for, file, prosecute, or maintain patents and applications for the Licensed IP, in each case, in any jurisdiction throughout the world;” and

 

WHEREAS Section 5.6 of the TLSA further provides that “Neurotrope shall reimburse BRNI for all of the attorneys’ fees, translation costs, filing fees, maintenance fees, and other costs and expenses related to any of the foregoing” (i.e. applications for filing, prosecution or maintenance) subject to certain provisos; and

 

WHEREAS NTRP agreed that BRNI should undertake, pursuant to BRNI’s authority from the United States Food and Drug Administration (the “ FDA ”), certain limited human compassionate use trials; and

 

     

 

 

WHEREAS NTRP agrees to engage BRNI, pursuant to Section 3.1 and 3.2 of the TLSA, as amended, and this SOW Agreement.

 

NOW THEREFORE , in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows.

 

1. This SOW Agreement shall commence as of the SOW Agreement Effective Date and shall expire on December 31, 2016 (the “ SOW Agreement Term ”).

 

2. NTRP shall pay BRNI one million one hundred sixty six thousand six hundred sixty six dollars ($1,166,666) in Service Fees payable in the amount of eighty three thousand three hundred thirty three dollars ($83,333) per month for each month from November 1, 2015 through December 31, 2016. NTRP agrees that the full one million one hundred sixty six thousand six hundred sixty six dollars ($1,166,666) is a binding obligation of NTRP, and any failure to pay the full amount shall constitute a breach of TLSA, as amended, and this SOW Agreement. NTRP agrees that the payment for the month of November, 2015 will be paid by NTRP within two (2) business days after the execution of the Securities Purchase Agreement, dated November 12, 2015, between Neurotrope and the several buyers thereto

 

3. The payments set forth in Paragraph 2 above, as and when made to BRNI, shall also satisfy NTRP’s obligations to reimburse BRNI pursuant to Section 5.6 of the TLSA for any and all attorneys’ fees, translation costs, filing fees, maintenance fees, and other costs and expenses related to applying for, filing, prosecuting, and maintaining patents and applications for the Licensed IP incurred by BRNI during the SOW Agreement Term (but, for the avoidance of doubt, such payments shall not satisfy any attorneys’ fees, translation costs, filing fees, maintenance fees, or other costs or expenses related to applying for, filing, prosecuting, and maintaining patents and applications for the Licensed IP incurred by BRNI after the expiration or termination of the SOW Agreement Term), as well as any litigation costs which BRNI may incur related to any of the Licensed IP during the SOW Agreement Term. For clarity, BRNI shall not commence any litigation to enforce the Licensed IP without the consent of NTRP (which consent shall not be unreasonably withheld, delayed, or denied).

 

4. BRNI may enroll one (1) additional compassionate use patient, in addition to the compassionate use patient currently enrolled, in trials of BRNI’s Alzheimer’s (“ AD ”) therapeutic drug platform during the SOW Agreement Term, and the payments set forth in Paragraph 2 above, shall satisfy any and all of NTRP’s obligation whatsoever to BRNI or to any other Third Party for costs incurred or to be incurred by BRNI relating to such trials during the SOW Agreement Term. However, NTRP and BRNI shall jointly review protocols which shall be established to the parties’ mutual satisfaction and contain appropriate safety measures to be employed by the treating physician. It is understood and agreed by the Parties that BRNI may receive cost reimbursement from patients, patients’ families, or other Third Parties in connection with such enrolled patients and administration of these trials. No additional compassionate use or expanded access patients shall be enrolled by BRNI without the consent of NTRP.

 

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5. BRNI shall perform the Services requested by NTRP as set forth in Attachment A to this SOW Agreement, which is incorporated herein and made a part hereof and BRNI’s costs therefore shall be satisfied pursuant to the payments set forth in Paragraph 2 above.

 

6. For the avoidance of doubt, this SOW Agreement shall not waive or modify any of the paragraphs of the Statement of Work and Account Satisfaction Agreeent between the Parties entered into on February 4, 2015 intended to survive thereof, namely paragraphs 5, 9, 13, 15, 16, and 19 thereof.

 

 

Neurotrope Bioscience, Inc.   Blanchette Rockefeller Neurosciences Institute
     
By: /s/ Robert Weinstein   By:  / s/ William S. Singer
         
Name:  Robert Weinstein   Name:  William S. Singer
         
Title:   Secretary and Treasurer   Title:  President

 

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Attachment A

 

Services to be performed by BRNI’s laboratory will include those to support Neurotrope's ongoing Alzheimer's clinical program through the development and validation of a new sensitive assay for PKC epsilon levels and activation (pre-clinical work). This assay will then be used to monitor bryostatin's target engagement in blood samples from patients in Neurotrope's clinical trials. While the new PKC epsilon assay is being developed, we will use the current assay on those patients enrolled earlier in the Phase 2b trial. The current assay was able to demonstrate target engagement in the Phase 2a trial. It will also be supplemented with our P32 assay that measures activation with more sensitivity - before the new assay development is completed."

 

 

 

 

 

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