Document

As filed with the Securities and Exchange Commission on November 27, 2017
Registration No. 333-______




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


OPIANT PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
46-4744124
(State or other jurisdiction of
 
(I.R.S. Employer Identification No.)
incorporation or organization)
 
 
 
 
 
201 Santa Monica Boulevard, Suite 500,
 
 
Santa Monica, CA
 
90401
(Address of Principal Executive Offices)
 
(Zip Code)

STOCK OPTION GRANT AGREEMENTS
WARRANT AGREEMENTS
(Full title of the plan)

Dr. Roger Crystal
 
 
Chief Executive Officer
 
David C. Schwartz, Esq.
Opiant Pharmaceuticals, Inc.
 
DLA Piper LLP (US)
201 Santa Monica Boulevard, Suite 500,
 
51 John F. Kennedy Parkway, Suite 120
Santa Monica, CA
 
Short Hills, New Jersey 07078
310 598-5410
 
973 520-2550
(Name, address, telephone number,
 
(With copies to)
including area code, of agent for service)
 
 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
 (Do not check if a smaller reporting company)
Smaller reporting company ý
Emerging growth company o

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o










CALCULATION OF REGISTRATION FEE

Title of securities to be registered
Amount to be
registered
(1)
Proposed maximum offering price per share
Proposed maximum aggregate offering price
 
Amount of
registration fee
Common Stock, $0.001 par value per share
525,000
$5.00
$2,625,000
(2) 
$326.81
Common Stock, $0.001 par value per share
225,000
$6.00
$1,350,000
(3) 
$168.08
Common Stock, $0.001 par value per share
1,437,500
$7.25
$10,421,875
(4) 
$1,297.52
Common Stock, $0.001 par value per share
373,000
$8.00
$2,984,000
(5) 
$371.51
Common Stock, $0.001 par value per share
200,000
$9.00
$1,800,000
(6) 
$224.10
Common Stock, $0.001 par value per share
358,000
$10.00
$3,580,000
(7) 
$445.71
Common Stock, $0.001 par value per share
449,500
$15.00
$6,742,500
(8) 
$839.44
TOTAL
3,568,000
 
$29,503,375
 
$3,673.17




(1)
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also covers an indeterminate number of shares of common stock, $0.001 par value per share (“Common Stock”), of Opiant Pharmaceuticals, Inc. (the “Registrant”) which may be offered or issued pursuant to these stock option grant agreements and warrant agreement to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments.

(2)
Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $5.00 per share, which represents the exercise price under the stock options granted on June 15, 2014 to Dr. Michael Sinclair, the Registrant’s Executive Chairman, Dr. Roger Crystal, the Registrant’s Chief Executive Officer and a director, Kevin Pollack, a consultant and advisor to the Registrant and previously the Registrant’s Chief Financial Officer, Treasurer, Secretary and director, and Geoffrey Wolf, a director of the Registrant.

(3)
Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $6.00 per share, which represents the exercise price under the stock options granted on December 31, 2013 to Dr. Sinclair, Dr. Crystal, and Mr. Pollack.

(4)
Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $7.25 per share, which represents the exercise price under the stock options granted on October 27, 2015 to Dr. Sinclair, Dr. Crystal, Mr. Pollack, Mr. Wolf and Arvind Agrawal, the Registrant’s Executive Vice President, Medical Affairs.

(5)
Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $8.00 per share, which represents the exercise price under the stock options granted on June 15, 2014 to Dr. Sinclair, Mr. Pollack and Mr. Wolf, and the stock option granted on December 31, 2013 to Mr. Pollack.

(6)
Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $9.00 per share, which represents the exercise price under the stock option granted on February 6, 2017 to Dr. Phil Skolnick, the Registrant’s Chief Scientific Officer
(7)
Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $10.00 per share, which represents the exercise price under the stock option granted on November 12, 2014 to Mr. Agrawal, the stock option granted on March 19, 2015 to Brad Miles, a former adviser of the Registrant, the warrants issued on March 19, 2015 and March 13, 2017 to Mr. Miles, the stock option granted to Jenny Lee, the Registrant’s Operations Manager, on October 6, 2016, the stock options granted to Quan Vu, the Registrant’s Vice President, Corporate Development, on October 6, 2016 and December 24, 2016, and the stock options granted to Thomas T. Thomas, Dr. Gabrielle Silver and Ann MacDougall, each of whom are directors of the Registrant, on November 4, 2016, May 17, 2016 and May 17, 2016, respectively.
(8)
Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $15.00 per share, which represents the exercise price under the stock option granted, and warrant issued, on December 31, 2012 to Mr. Wolf, the stock options granted to Mr. Miles on January 22, 2013 and March 19, 2015, and the stock option granted on November 12, 2014 to Mr. Agrawal.









EXPLANATORY NOTE
This Registration Statement of Opiant Pharmaceuticals, Inc. (the “Registrant”) covers: (a) (i) 75,000 shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), issuable pursuant to a stock option grant agreement, between the Registrant and Dr. Michael Sinclair, the Registrant’s Executive Chairman, dated December 31, 2013, (ii) 150,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Dr. Sinclair, dated June 15, 2014, (iii) 100,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Dr. Sinclair, dated June 15, 2014, and (iv) 250,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Dr. Sinclair, dated October 27, 2015; (b)(i) 75,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Dr. Roger Crystal, the Registrant’s Chief Executive Officer and a director, dated December 31, 2013, (ii) 150,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Dr. Crystal, dated June 15, 2014, and (iii) 500,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Dr. Crystal, dated October 27, 2015; (c)(i) 75,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Kevin Pollack, a consultant and adviser to the Registrant and previously the Registrant’s Chief Financial Officer, Treasurer, Secretary and director, dated December 31, 2013, (ii) 23,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Mr. Pollack, dated December 31, 2013, (iii) 150,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Mr. Pollack, dated June 15, 2014, (iv) 200,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Mr. Pollack, dated June 15, 2014, and (v) 500,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Mr. Pollack, dated October 27, 2015; (d)(i) 35,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Mr. Wolf, dated December 31, 2012, (ii) 345,000 shares of the Registrant’s Common Stock issuable pursuant to a warrant agreement, between the Registrant and Mr. Wolf, dated December 31, 2012, (iii) 75,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Mr. Wolf, dated June 15, 2014, (iv) 50,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Mr. Wolf, dated June 15, 2014, and (v) 62,500 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Mr. Wolf, dated October 27, 2015; (e)(i) 20,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Mr. Agrawal, dated November 12, 2014, (ii) 30,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Mr. Agrawal, dated November 12, 2014, and (iii) 125,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Arvind Agrawal, the Registrant’s Executive Vice President, Medical Affairs, dated October 27, 2015; (f)(i) 17,500 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Brad Miles, a former Company advisor, dated January 22, 2013, (ii) 45,000 shares of the Registrant’s Common Stock issuable pursuant to a warrant agreement, between the Registrant and Mr. Miles, dated March 19, 2015, (iii) 45,000 shares of the Registrant's Common Stock issuable pursuant to a warrant agreement between the Registrant and Mr. Miles, dated March 13, 2017, (iv) 48,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Mr. Miles, dated March 19, 2015, (v) and 32,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Mr. Miles, dated March 19, 2015; (g) 25,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Jenny Lee, the Registrant’s Operations Manager, dated October 6, 2016; (h)(i) 25,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Quan Vu, the Company’s Vice President, Corporate Development, dated October 6, 2016, and (ii) 35,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Mr. Vu, dated December 24, 2016; (i) 200,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Dr. Phil Skolnick, the Registrant’s Chief Scientific Officer, dated February 6, 2017; (j) 35,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Thomas T. Thomas, a director of the Registrant, dated November 4, 2016; (k) 35,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Dr. Gabrielle Silver, a director of the Registrant, dated May 17, 2016; and (l) 35,000 shares of the Registrant’s Common Stock issuable pursuant to a stock option grant agreement, between the Registrant and Ann MacDougall, a director of the Registrant, dated May 17, 2016.




PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents to be given to the recipient of the securities registered hereby in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(1)    The Registrant’s Annual Report on Form 10-K for the year ended July 31, 2017, filed with the Commission on October 13, 2017;
    
(2)    The Registrant’s Current Reports on Form 8-K filed with the Commission on August 10, 2017, August 28, 2017, August 29, 2017, September 5, 2017, September 11, 2017, September 14, 2017, October 6, 2017 and October 19, 2017 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this Registration Statement on Form S-8 (this “Registration Statement”)); and

(3)    The description of Common Stock set forth in the Registrant’s Registration Statement on Form 8-A12B filed with the Commission on August 25, 2017 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

In addition, all documents that the Registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission), but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

For purposes of this Registration Statement, any document or statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such document or statement in such document. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.
Not Applicable.
Item 5.    Interests of Named Experts and Counsel.
Not Applicable.
Item 6.    Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law (the “DGCL”), the Registrant has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Registrant’s Bylaws provide that the Registrant indemnify and hold harmless each person who was or is party or is threatened to be made party to any action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of



the fact that he is or was the legal representative, a director or officer or was serving at the request of the Registrant as a director or officer of another corporation, or as a controlling person of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer, or in any other capacity while serving as a director or officer, the Registrant shall indemnify and hold harmless such person to the fullest extent authorized by the DGCL. Further, the First Amended and Restated Certificate of Incorporation of the Registrant (the “Certificate of Incorporation”) requires the Registrant to indemnify each director or officer or employee of the Registrant against expenses (including attorneys’ fees), judgments, taxes, fines and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer or employee of the Registrant, or is or was serving at the request of the Registrant as a director, officer, partner, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Pursuant to the Registrant’s Certificate of Incorporation, advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or stockholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Registrant as authorized by the Certificate of Incorporation.

In addition, the Registrant’s Certificate of Incorporation provides that a director of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derives any improper personal benefit. If the DGCL hereafter is amended to further eliminate or limit the liability of a director, then a director of the Registrant, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall be relieved of liability to the fullest extent permitted by the DGCL, as amended.

The Registrant maintains directors and officer’s liability insurance, providing coverage to directors and certain levels of officers, for losses they may suffer by reason of their positions that are not indemnifiable by the Registrant under Delaware law.

Item 7.    Exemption from Registration Claimed.
Not Applicable.




Item 8.    Exhibits.

EXHIBIT
 
 
NUMBER
 
DESCRIPTION
 
 
 
5.1*
 
Opinion of DLA Piper LLP (US), counsel for the Registrant, regarding the legal validity of the shares of Common Stock being registered on this Registration Statement.

10.1†*
 
Stock Option Grant Agreement, dated December 31, 2013, by and between the Registrant and Dr. Michael Sinclair.

10.2†*
 
Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Dr. Michael Sinclair.

10.3†*
 
Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Dr. Michael Sinclair.

10.4†
 
Stock Option Grant Agreement, dated October 27, 2015, by and between the Registrant’s and Dr. Michael Sinclair (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 29, 2015).

10.5†*
 
Stock Option Grant Agreement, dated December 31, 2013, by and between the Registrant and Dr. Roger Crystal.

10.6†*
 
Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Dr. Roger Crystal.

10.7†
 
Stock Option Grant Agreement, dated October 27, 2015, by and between the Registrant and Dr. Roger Crystal (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 29, 2015).

10.8†*
 
Stock Option Grant Agreement, dated December 31, 2013, by and between the Registrant and Kevin Pollack.

10.9†*
 
Stock Option Grant Agreement, dated December 31, 2013, by and between the Registrant and Kevin Pollack.

10.10†*
 
Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Kevin Pollack.
 
 
 
10.11†*
 
Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Kevin Pollack.
 
 
 
10.12†
 
Stock Option Grant Agreement, dated October 27, 2015, by and between the Registrant and Kevin Pollack (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on October 29, 2015).

10.13†*
 
Stock Option Grant Agreement, dated December 31, 2012, by and between the Registrant and Geoffrey Wolf.

10.14†*
 
Warrant Agreement, dated December 31, 2012, by and between the Registrant and Geoffrey Wolf.

10.15†*
 
Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Geoffrey Wolf.

10.16†*
 
Stock Option Grant Agreement, dated June 15, 2014, by and between the Registrant and Geoffrey Wolf.




10.17†
 
Stock Option Grant Agreement, dated October 27, 2015, by and between the Registrant and Geoffrey Wolf (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on October 29, 2015).
10.18†*
 
Stock Option Grant Agreement, dated November 12, 2014, by and between the Registrant and Arvind Agrawal.
10.19†*
 
Stock Option Grant Agreement, dated November 12, 2014, by and between the Registrant and Arvind Agrawal.
10.20†*
 
Stock Option Grant Agreement, dated October 27, 2015, by and between the Registrant and Arvind Agrawal.

10.21†*
 
Stock Option Grant Agreement, dated January 22, 2013, by and between the Registrant and Brad Miles.
10.22†*
 
Warrant Agreement, dated March 19, 2015, by and between the Registrant and Brad Miles.
10.23†*
 
Stock Option Grant Agreement, dated March 19, 2015, by and between the Registrant and Brad Miles.
10.24†*
 
Stock Option Grant Agreement, dated March 19, 2015, by and between the Registrant and Brad Miles.
10.25†*
 
Stock Option Grant Agreement, dated October 6, 2016, by and between the Registrant and Jenny Lee.
10.26†*
 
Stock Option Grant Agreement, dated October 6, 2016, by and between the Registrant and Quan Vu.
10.27†*
 
Stock Option Grant Agreement, dated December 24, 2016, by and between the Registrant and Quan Vu.
10.28†*
 
Stock Option Grant Agreement, dated February 6, 2017, by and between the Registrant and Dr. Phil Skolnick.
10.29†*
 
Stock Option Grant Agreement, dated November 4, 2016, by and between the Registrant and Thomas T. Thomas.
10.30†*
 
Stock Option Grant Agreement, dated May 17, 2016, by and between the Registrant and Dr. Gabrielle Silver.
10.31†*
 
Stock Option Grant Agreement, dated May 17, 2016, by and between the Registrant and Ann MacDougall.
10.32†
 
Amendment to Employment Agreement, dated as of December 31, 2012, by and between the Registrant and Dr. Michael Sinclair (incorporated herein by reference to Exhibit 10.8 to the Registrant's Annual Report on Form 10-K filed on October 29, 2013).

10.33†
 
Second Amendment to Employment Agreement, dated as of December 31, 2013, by and between the Registrant and Dr. Michael Sinclair (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 25, 2014).

10.34†
 
Amendment to Executive Letter of Reappointment, dated as of December 31, 2012, by and between the Registrant and Dr. Roger Crystal (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed on October 29, 2013). 




10.35†
 
Second Amendment to Executive Letter of Reappointment, dated as of December 31, 2013, by and between the Registrant and Dr. Roger Crystal (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 25, 2014).

10.36†*
 
Executive Letter of Appointment, dated as of November 26, 2012, by and between the Company and Kevin Pollack.

10.37†
 
Amendment to Executive Letter of Appointment, dated as of December 31, 2012, by and between the Registrant and Kevin Pollack (incorporated herein by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed on October 29, 2013).

10.38†
 
Second Amendment to Executive Letter of Appointment, dated as of December 31, 2013, by and between the Registrant and Kevin Pollack (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 25, 2014).

10.39†
 
Director Agreement, dated as of December 31, 2012, by and between the Registrant and Geoffrey Wolf (incorporated herein by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed on October 29, 2013).
10.40†
 
Senior Advisor Agreement, dated as of January 22, 2013, by and between the Registrant and Brad Miles (incorporated herein by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q filed on March 15, 2017).
10.41†*
 
Letter Agreement, dated as of November 12, 2014, by and between the Registrant and Arvind Agrawal.
10.42†
 
Third Amendment to Senior Advisor Agreement, dated as of March 13, 2017 by and between the Registrant and Brad Miles (incorporated herein by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q filed on March 15, 2017.
10.43†*
 
Warrant Agreement, dated as of March 13, 2017, by and between the Registrant and Brad Miles.
 
 
 
23.1*
 
Consent of DLA Piper LLP (US) (contained in Exhibit 5.1).
 
 
 
23.2*
 
Consent of MaloneBailey, LLP, the Registrant’s Independent Registered Public Accounting Firm.

24.1*
 
Power of Attorney (included on signature page).

 
 
 
 
 
 
_________________________________
† Indicates a management contract or compensatory plan or arrangement.
* Filed herewith.





Item 9. Undertakings.

A.The undersigned registrant hereby undertakes:

a.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

iii.To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

b.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

c.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B.The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.



EXHIBIT INDEX


EXHIBIT
 
 
NUMBER
 
DESCRIPTION
 
 
 
5.1*
 

10.1†*
 

10.2†*
 

10.3†*
 

10.4†
 

10.5†*
 

10.6†*
 
10.7†
 

10.8†*
 

10.9†*
 

10.10†*
 
10.11†*
 
10.12†
 
10.13†*
 

10.14†*
 
10.15†*
 
10.16†*
 

10.17†
 
10.18†*
 
10.19†*
 
10.20†*
 



10.21†*
 
10.22†*
 
10.23†*
 
10.24†*
 
10.25†*
 
10.26†*
 
10.27†*
 
10.28†*
 
10.29†*
 
10.30†*
 
10.31†*
 
10.32†
 
10.33†
 
10.34†
 
10.35†
 
10.36†*
 
10.37†
 
10.38†
 
10.39†
 
10.40†
 
10.41†*
 
10.42†
 
10.43†*
 
 
 
 
23.1*
 
 
 
 
23.2*
 

24.1*
 

_________________________________
† Indicates a management contract or compensatory plan or arrangement.
* Filed herewith.




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California, on this 27th day of November, 2017.

 
Opiant Pharmaceuticals, Inc.
(Registrant)
 
 
 
By:
/s/ Dr. Roger Crystal
 
 
Name: Dr. Roger Crystal
 
 
Title: Chief Executive Officer and Director







KNOW BY ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Roger Crystal and David O’Toole, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 (this “Registration Statement”) and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratify and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
 
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the date listed below.
 
Signature
 
Capacity
 
Date
 
 
 
 
 
 
 
/s/ Dr. Roger Crystal
 
Chief Executive Officer and Director
 
November 27, 2017
 
  Dr. Roger Crystal
 
(Principal Executive Officer)
 
 
 
 
 
 
 
 
 
/s/ David O’Toole
 
Chief Financial Officer
 
November 27, 2017
 
  David O’Toole
 
(Principal Financial Officer and Principal Accounting Officer)
 
 
 
 
 
 
 
 
 
/s/ Dr. Michael Sinclair
 
Chairman of the Board of Directors
 
November 27, 2017
 
 Dr. Michael Sinclair
 
 
 
 
 
 
 
 
 
 
 
/s/ Ann MacDougall
 
Director
 
November 27, 2017
 
  Ann MacDougall
 
 
 
 
 
 
 
 
 
 
 
/s/ Dr. Gabrielle Silver
 
Director
 
November 27, 2017
 
  Dr. Gabrielle Silver
 
 
 
 
 
 
 
 
 
 
 
/s/ Thomas T. Thomas
 
Director
 
November 27, 2017
 
  Thomas T. Thomas
 
 
 
 
 
 
 
 
 
 
 
/s/ Geoffrey Wolf
 
Director
 
November 27, 2017
 
  Geoffrey Wolf
 



 
 
 


Exhibit
Exhibit 5.1
DLA Piper LLP (US)
51 John F. Kennedy Parkway, Suite 120
Short Hills, New Jersey 07078
www.dlapiper.com

T: 973-520-2550
F: 973-520-2551

Attorneys Responsible for Short Hills Office:

Andrew P. Gilbert
Michael E. Helmer


November 27, 2017

Opiant Pharmaceuticals, Inc.
201 Santa Monica Boulevard, Suite 500
Santa Monica, California 90401
 

Re:
Opiant Pharmaceuticals, Inc. – Registration Statement on Form S-8

Dear Ladies and Gentlemen:
We have acted as counsel to Opiant Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the registration of 3,568,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable pursuant to certain options and warrants held by current and former consultants, employees, officers and directors, as referenced in the Registration Statement.
In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the First Amended and Restated Certificate of Incorporation and the Bylaws of the Company, the option agreements and warrant agreement referenced in the Registration Statement and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when and to the extent exercised and subsequently issued in accordance with the terms of the corresponding option agreement or warrant agreement, the Shares will be validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the Delaware General Corporation Law.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the U.S. Securities and Exchange Commission thereunder.


Very truly yours,

/s/ DLA Piper LLP (US)


Exhibit
Exhibit 10.1

STOCK OPTION GRANT
 
 
Dear Dr. Michael Sinclair (“Optionee”),
 
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Employment Agreement dated August 6, 2010, between the Company and Michael Sinclair, as amended on December 31, 2012, and further amended on December 31, 2013 (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein or in the Letter.
 
Optionee has been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
Board Approval Date:
 December 30, 2013
 
 
Date of Grant:
 December 31, 2013
 
 
Exercise Price per Share:
 US$0.06
 
 
Total Number of Shares Granted:
 7,500,000
 
 
Total Exercise Price:
Cashless exercise as per the Letter
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
December 30, 2023
 
 
Termination Period:
These Options may be exercised for a period of ten (10) years from the Date of Grant.  Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter.  The Company will not provide further notice of such periods.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
None.
 
 
Vesting:
100% on December 31, 2013
 
 
Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates


Exhibit 10.1

by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
 
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Michael Sinclair
 
 /s/ Roger Crystal
Optionee
 
Roger Crystal, Chief Executive Officer


Exhibit
Exhibit 10.2

STOCK OPTION GRANT
 
 
Dear Dr. Michael Sinclair (“Optionee”),
 
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Employment Agreement dated August 6, 2010, between the Company and Michael Sinclair, as amended on December 31, 2012, and further amended on December 31, 2013 (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein or in the Letter.
 
Optionee has been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
Board Approval Date:
 June 12, 2014
 
 
Date of Grant:
 June 15, 2014
 
 
Exercise Price per Share:
 US$0.08
 
 
Total Number of Shares Granted:
 10,000,000
 
 
Total Exercise Price:
Cashless exercise as per the Letter
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
June 14, 2024
 
 
Termination Period:
These Options may be exercised for a period of ten (10) years from the Date of Grant.  Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter.  The Company will not provide further notice of such periods.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
These options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
 
 
Vesting:
100% on June 15, 2014


Exhibit 10.2

 
 
Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
 
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Michael Sinclair
 
 /s/ Roger Crystal
Optionee
 
Roger Crystal, Chief Executive Officer


Exhibit
Exhibit 10.3

STOCK OPTION GRANT
 
 
Dear Dr. Michael Sinclair (“Optionee”),
 
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Employment Agreement dated August 6, 2010, between the Company and Michael Sinclair, as amended on December 31, 2012, and further amended on December 31, 2013 (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein or in the Letter.
 
Optionee has been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
Board Approval Date:
 June 12, 2014
 
 
Date of Grant:
 June 15, 2014
 
 
Exercise Price per Share:
 US$0.05
 
 
Total Number of Shares Granted:
 15,000,000
 
 
Total Exercise Price:
Cashless exercise as per the Letter
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
June 14, 2024
 
 
Termination Period:
These Options may be exercised for a period of ten (10) years from the Date of Grant.  Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter.  The Company will not provide further notice of such periods.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
These options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
 
 
Vesting:
100% on June 15, 2014


Exhibit 10.3

 
 
Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
 
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Michael Sinclair
 
 /s/ Roger Crystal
Optionee
 
Roger Crystal, Chief Executive Officer


Exhibit
Exhibit 10.5

STOCK OPTION GRANT
 
 
Dear Dr. Roger Crystal (“Optionee”),
 
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Executive Letter of Reappointment dated November 26, 2012, between the Company and Roger Crystal, as amended on December 31, 2012, and further amended on December 31, 2013 (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein.
 
Optionee has been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
Board Approval Date:
 December 30, 2013
 
 
Date of Grant:
 December 31, 2013
 
 
Exercise Price per Share:
 US$0.06
 
 
Total Number of Shares Granted:
 7,500,000
 
 
Total Exercise Price:
Cashless exercise as per the Letter
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
December 30, 2023
 
 
Termination Period:
These Options may be exercised for a period of ten (10) years from the Date of Grant.  Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter.  The Company will not provide further notice of such periods.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
None.
 
 
Vesting:
100% on December 31, 2013
 
 
Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates


Exhibit 10.5

by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
 
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Dr. Roger Crystal
 
 /s/ Kevin Pollack
Optionee
 
Kevin Pollack, Chief Financial Officer


Exhibit
Exhibit 10.6

STOCK OPTION GRANT
 
 
Dear Dr. Roger Crystal (“Optionee”),
 
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Executive Letter of Reappointment dated November 26, 2012, between the Company and Roger Crystal, as amended on December 31, 2012, and further amended on December 31, 2013 (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein.
 
Optionee has been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
Board Approval Date:
 June 12, 2014
 
 
Date of Grant:
 June 15, 2014
 
 
Exercise Price per Share:
 US$0.05
 
 
Total Number of Shares Granted:
 15,000,000
 
 
Total Exercise Price:
Cashless exercise as per the Letter
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
June 14, 2024
 
 
Termination Period:
These Options may be exercised for a period of ten (10) years from the Date of Grant.  Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter.  The Company will not provide further notice of such periods.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
These options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
 
 
Vesting:
100% on June 15, 2014


Exhibit 10.6

 
 
Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
 
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Dr. Roger Crystal
 
 /s/ Kevin Pollack
Optionee
 
Kevin Pollack, Chief Financial Officer


Exhibit
Exhibit 10.8

STOCK OPTION GRANT
 
 
Dear Mr. Kevin Pollack (“Optionee”),
 
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Executive Letter of Appointment dated November 26, 2012, between the Company and Kevin Pollack, Esq., amended on December 31, 2012, and further amended on December 31, 2013 (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein.
 
Optionee has been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
Board Approval Date:
 December 30, 2013
 
 
Date of Grant:
 December 31, 2013
 
 
Exercise Price per Share:
 US$0.06
 
 
Total Number of Shares Granted:
 7,500,000
 
 
Total Exercise Price:
Cashless exercise as per the Letter
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
December 30, 2023
 
 
Termination Period:
These Options may be exercised for a period of ten (10) years from the Date of Grant.  Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter.  The Company will not provide further notice of such periods.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
None.
 
 
Vesting:
100% on December 31, 2013
 
 
 
Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock


Exhibit 10.8

certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
 
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Kevin Pollack
 
 /s/ Roger Crystal
Optionee
 
Roger Crystal, Chief Executive Officer


Exhibit
Exhibit 10.9

STOCK OPTION GRANT
 
 
Dear Mr. Kevin Pollack (“Optionee”),
 
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Executive Letter of Appointment dated November 26, 2012, between the Company and Kevin Pollack, Esq., amended on December 31, 2012, and further amended on December 31, 2013 (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein.
 
Optionee has been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
Board Approval Date:
 December 30, 2013
 
 
Date of Grant:
 December 31, 2013
 
 
Exercise Price per Share:
 US$0.08
 
 
Total Number of Shares Granted:
 9,000,000
 
 
Total Exercise Price:
Cashless exercise as per the Letter
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
December 30, 2023
 
 
Termination Period:
These Options may be exercised for a period of ten (10) years from the Date of Grant.  Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter.  The Company will not provide further notice of such periods.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
None.
 
 
Vesting:
100% on December 31, 2013
 
 
Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates


Exhibit 10.9

by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
 
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Kevin Pollack
 
 /s/ Roger Crystal
Optionee
 
Roger Crystal, Chief Executive Officer


Exhibit
Exhibit 10.10

STOCK OPTION GRANT
 
 
Dear Mr. Kevin Pollack (“Optionee”),
 
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Executive Letter of Appointment dated November 26, 2012, between the Company and Kevin Pollack, Esq., amended on December 31, 2012, and further amended on December 31, 2013 (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein.
 
Optionee has been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
Board Approval Date:
 June 12, 2014
 
 
Date of Grant:
 June 15, 2014
 
 
Exercise Price per Share:
 US$0.08
 
 
Total Number of Shares Granted:
 20,000,000
 
 
Total Exercise Price:
Cashless exercise as per the Letter
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
June 14, 2024
 
 
Termination Period:
These Options may be exercised for a period of ten (10) years from the Date of Grant.  Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter.  The Company will not provide further notice of such periods.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
These options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
 
 
Vesting:
100% on June 15, 2014


Exhibit 10.10

 
 
Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
 
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Kevin Pollack
 
 /s/ Roger Crystal
Optionee
 
Roger Crystal, Chief Executive Officer


Exhibit
Exhibit 10.11

STOCK OPTION GRANT
 
 
Dear Mr. Kevin Pollack (“Optionee”),
 
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Executive Letter of Appointment dated November 26, 2012, between the Company and Kevin Pollack, Esq., amended on December 31, 2012, and further amended on December 31, 2013 (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein.
 
Optionee has been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
Board Approval Date:
 June 12, 2014
 
 
Date of Grant:
 June 15, 2014
 
 
Exercise Price per Share:
 US$0.05
 
 
Total Number of Shares Granted:
 15,000,000
 
 
Total Exercise Price:
Cashless exercise as per the Letter
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
June 14, 2024
 
 
Termination Period:
These Options may be exercised for a period of ten (10) years from the Date of Grant.  Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter.  The Company will not provide further notice of such periods.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
These options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
 
 
Vesting:
100% on June 15, 2014


Exhibit 10.11

 
 
Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
 
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Kevin Pollack
 
 /s/ Roger Crystal
Optionee
 
Roger Crystal, Chief Executive Officer


Exhibit
Exhibit 10.13

STOCK OPTION GRANT
 
Dear Mr. Geoffrey Wolf (“Optionee”),
 
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Director Agreement dated December 31, 2012, between the Company and Geoffrey Wolf (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein.
 
You have been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
Board Approval Date:
December 31, 2012
 
 
Date of Grant:
December 31, 2012
 
 
Exercise Price per Share:
US$0.15
 
 
Total Number of Shares Granted:
3,500,000
 
 
Total Exercise Price:
Cashless exercise as per the Letter
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
December 30, 2017
 
 
Termination Period:
These Options may be exercised for a period of five (5) years from the Date of Grant.  Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to this Option, as set forth in the Letter.  The Company will not provide further notice of such periods.

Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restrictions on Exercise:
These Options may only be exercised between the following dates: (i) the earliest date on which the price per Share has traded at or above US$0.30 for at least three (3) trading days out of any ten (10) consecutive trading days; and (ii) the Expiration Date.  Notwithstanding anything to the contrary contained in any agreement with the Company, it is an absolute condition of the Optionee’s right to exercise any Option that the Optionee be in full compliance with any other agreements between the Optionee and the Company, including without limitation any confidentiality agreements.
 
 
Vesting:
100% on December 31, 2012

Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement


Exhibit 10.13

Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate). No service charge will be made for such registration or transfer, exchange or reissuance. Proportionate adjustments shall automatically be made to both the Exercise Price and number of these Options, and the Restrictions on Exercise, in the event of a stock split, stock dividend, reclassification, recapitalization, or any other increase or decrease in the number of issued Shares of the Company effected without receipt of consideration by the Company, or upon any other event reasonably determined by a majority of the Board of Directors of the Company to justify such adjustments.

Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Geoffrey Wolf
 
/s/ Roger Crystal
Optionee
 
Roger Crystal, Chief Executive Officer


Exhibit
Exhibit 10.14

WARRANT GRANT
 
Dear Mr. Geoffrey Wolf (“Warrant Holder”),
 
As per the Director Agreement dated December 31, 2012, between Lightlake Therapeutics Inc. (the “Company”) and Geoffrey Wolf, the Warrant Holder has been granted warrants (“Warrants”) to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
 
Board Approval Date:
December 31, 2012
 
 
Date of Grant:
December 31, 2012
 
 
Exercise Price per Share:
US$0.15
 
 
Total Number of Warrants Granted:
34,500,000
 
 
Total Exercise Price:
US$0.15 per Warrant
 
 
Expiration Date:
December 30, 2017
 
 
Termination Period:
These Warrants may be exercised for a period of five (5) years from the Date of Grant.

Transferability:
These Warrants may be transferred, except as prohibited by applicable laws and regulations.
 
 
Vesting:
100% on December 31, 2012
 
 
Restriction on Exercise:
These Warrants may only be exercised between the following dates: (i) the earliest date on which the price per Share has traded at or above US$0.30 for at least three (3) trading days out of any ten (10) consecutive trading days; and (ii) the Expiration Date.

Following receipt by the Company of evidence and/or an indemnity from the Warrant Holder to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Warrants or any certificates for representing the Shares underlying these Warrants and, in the event of mutilation, following the surrender and cancellation of such Warrants or stock certificate, the Company will make and deliver replacement Warrants or stock certificate of like tenor and dated as of such cancellation, in lieu of these Warrants or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Warrants or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Warrants or stock certificates shall be subject to the same terms, conditions, and restrictions as these Warrants and any Shares underlying these Warrants. Subject to the restrictions and requirements of applicable law, these Warrants are exchangeable at any time for an equal aggregate number of warrants of different denominations, as reasonably requested by the Warrant Holder surrendering the same, or in such denominations as may be requested by the Warrant Holder (but not exceeding the number of Shares underlying the Warrants in these Warrants in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance. Proportionate adjustments shall automatically be made to both the Exercise Price and number of these Warrants, and the Restriction on Exercise, in the event of a stock split, stock dividend, reclassification, recapitalization, or any other increase or decrease in the number of issued Shares of the Company effected without receipt of consideration by the Company, or upon any other event reasonably determined by a majority of the Board of Directors of the Company to justify such adjustments.


Exhibit 10.14

 
Shares issued to the Warrant Holder upon exercise of these Warrants shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable.
 
By signature of the Warrant Holder and the signature of the Company’s representative below, the Warrant Holder and the Company agree to the terms of these Warrants. 

 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Geoffrey Wolf
 
/s/ Roger Crystal
Warrant Holder
 
Roger Crystal, Chief Executive Officer


Exhibit
Exhibit 10.15

STOCK OPTION GRANT
 
 
Dear Mr. Geoffrey Wolf (“Optionee”),
 
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Director Agreement dated December 31, 2012, between the Company and Geoffrey Wolf (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein or in the Letter.
 
You have been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
Board Approval Date:
 June 12, 2014
 
 
Date of Grant:
 June 15, 2014
 
 
Exercise Price per Share:
 US$0.08
 
 
Total Number of Shares Granted:
 5,000,000
 
 
Total Exercise Price:
Cashless exercise as per the Letter
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
June 14, 2024
 
 
Termination Period:
These Options may be exercised for a period of ten (10) years from the Date of Grant.  Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter.  The Company will not provide further notice of such periods.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
These options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
 
 
Vesting:
100% on June 15, 2014


Exhibit 10.15

 
 
Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
 
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Geoffrey Wolf
 
 /s/ Roger Crystal
Optionee
 
Roger Crystal, Chief Executive Officer


Exhibit
Exhibit 10.16

STOCK OPTION GRANT
 
 
Dear Mr. Geoffrey Wolf (“Optionee”),
 
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Director Agreement dated December 31, 2012, between the Company and Geoffrey Wolf (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein or in the Letter.
 
You have been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
Board Approval Date:
 June 12, 2014
 
 
Date of Grant:
 June 15, 2014
 
 
Exercise Price per Share:
 US$0.05
 
 
Total Number of Shares Granted:
 7,500,000
 
 
Total Exercise Price:
Cashless exercise as per the Letter
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
June 14, 2024
 
 
Termination Period:
These Options may be exercised for a period of ten (10) years from the Date of Grant.  Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to these Options, as set forth in the Letter.  The Company will not provide further notice of such periods.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
These options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
 
 
Vesting:
100% on June 15, 2014


Exhibit 10.16

 
 
Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
 
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Geoffrey Wolf
 
 /s/ Roger Crystal
Optionee
 
Roger Crystal, Chief Executive Officer


Exhibit
Exhibit 10.18

STOCK OPTION GRANT
 
 
Dear Arvind Agrawal (the “Option Holder”),
 
As per the Letter Agreement dated November 12, 2014 between Lightlake Therapeutics Inc. (the “Company”) and you, you have been granted options (the “Options”) to purchase common stock (the “Common Stock”) of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
 
 
 
Date of Grant:
November 12, 2014
 
 
Exercise Price per Share:
US$0.10
 
 
Total Number of Shares Granted:
3,000,000
 
 
Total Exercise Price:
Cashless exercise
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
November 11, 2019
 
 
Termination Period:
These Options may be exercised for a period of five (5) years from the Date of Grant.  You are responsible for keeping track of this exercise period. The Company will not provide further notice of such period.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
Your ability to exercise these Options is contingent on your and your officers, agents, and representatives keeping confidential information shared with you and your officers, agent, and representatives confidential and complying with all applicable laws and regulations.
 
 
Vesting:
250,000 at the end of each calendar quarter for each of the next 12 calendar quarters.
 
 
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Proportionate adjustments shall automatically be made to both the Exercise Price and number of these Options in the event of a stock split, recapitalization, change of control and fundamental transaction. Upon the exercise of these Options, the fair market value per Share shall be equal to the closing price of the Shares on the day prior to such exercise.


Exhibit 10.18


By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 ARVIND AGRAWAL
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
 /s/ Arvind Agrawal
 
 /s/ Kevin Pollack
Optionee
 
Name: Kevin Pollack
Title: Chief Financial Officer


Exhibit
Exhibit 10.19

STOCK OPTION GRANT
 
 
Dear Arvind Agrawal (the “Option Holder”),
 
As per the Letter Agreement dated November 12, 2014 between Lightlake Therapeutics Inc. (the “Company”) and you, you have been granted options (the “Options”) to purchase common stock (the “Common Stock”) of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
 
 
 
Date of Grant:
November 12, 2014
 
 
Exercise Price per Share:
US$0.15
 
 
Total Number of Shares Granted:
2,000,000
 
 
Total Exercise Price:
Cashless exercise
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
November 11, 2019
 
 
Termination Period:
These Options may be exercised for a period of five (5) years from the Date of Grant.  You are responsible for keeping track of this exercise period. The Company will not provide further notice of such period.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
Your ability to exercise these Options is contingent on your and your officers, agents, and representatives keeping confidential information shared with you and your officers, agent, and representatives confidential and complying with all applicable laws and regulations.
 
 
Vesting:
166,666 at the end of each calendar quarter for each of the next 11 calendar quarters and 166,674 at the end of the subsequent calendar quarter.
 
 
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Proportionate adjustments shall automatically be made to both the Exercise Price and number of these Options in the event of a stock split,


Exhibit 10.19

recapitalization, change of control and fundamental transaction. Upon the exercise of these Options, the fair market value per Share shall be equal to the closing price of the Shares on the day prior to such exercise.

By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 ARVIND AGRAWAL
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Arvind Agrawal
 
 /s/ Kevin Pollack
Optionee
 
Name: Kevin Pollack
Title: Chief Financial Officer


Exhibit
Exhibit 10.20

LIGHTLAKE THERAPEUTICS INC.
445 Park Avenue, 9th Floor
New York, NY
 
STOCK OPTION GRANT
 
 
Dear Mr. Arvind Agrawal,
 
Lightlake Therapeutics Inc. (the “Company”) has granted you options (the “Options”) to purchase common stock of the Company (the “Common Stock”) (with each share of Common Stock, a “Share”) as follows:
 
Board Approval Date:
October 23, 2015
 
 
Date of Grant:
October 27, 2015 (8AM EDT)
 
 
Exercise Price per Share:
US$7.25, which shall be equal to or greater than the fair market value of a share of Common Stock on the Date of Grant.
 
 
Total Number of Shares Granted:
125,000
 
 
Method of Exercise:
Cashless exercise.
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
October 26, 2025
 
 
Termination Period:
Except as otherwise provided below, these Options may be exercised for a period of ten (10) years from the Date of Grant.  You are responsible for keeping track of these exercise periods following termination for any reason of your service relationship with the Company.  The Company will not provide further notice of such periods.
 
 
Transferability:
These Options may not be transferred, except upon your death or as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
These Options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of three trials on or subsequent to the Board Approval Date; or (B) (1) the approval by the U.S. Food and Drug Administration of the New Drug Application with respect to the opioid overdose reversal treatment, and (2) the commencement of two trials on or subsequent to the Board Approval Date; and (ii) the Expiration Date.
 
 
Vesting:
100% on October 27, 2015.
 


Exhibit 10.20

Death:
Notwithstanding anything herein to the contrary, in the event of your death, all exercisable Options may be exercised by your estate (or as may otherwise be provided for by you) at any time prior to the expiration date of the term of the Options.
 
 
Fundamental Transaction:
Unless the Board shall reasonably determine otherwise in good faith, in the event that the Company effects a Fundamental Transaction (as defined below), any outstanding Options shall be fully exercisable regardless of the vesting and exercise schedule otherwise applicable to such Options.  You shall have the right to receive the consideration per share receivable by other holders of shares of Common Stock as a result of such Fundamental Transaction.  If holders of shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction with respect to the shares, then you shall be given the same choice.
 
 
 
Notwithstanding the foregoing, in the event of a Fundamental Transaction and if the Board may reasonably determine in good faith, the Options may be (i) honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by the Company or its affiliates or any successor entity in the Fundamental Transaction immediately following the Fundamental Transaction; provided that any such Alternative Award must provide you with (a) rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options and (b) substantially equivalent value to such Options (determined at the time of the Fundamental Transaction); or (ii) purchased by the Company by paying to you an amount of cash equal to the value of the remaining unexercised portion of the Options on the date of the consummation of such Fundamental Transaction to be determined by a reasonable method selected by the Board in good faith.  In the event that a successor entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Options referring to the “Company” shall refer instead to the successor entity) the Company, such successor entity may exercise every right and power of the Company and shall assume all of the obligations of the Company under Options with the same effect as if such successor entity had been named as the Company therein.
 
 
 
For purposes of this provision, the term “Fundamental Transaction” shall mean the Company, directly or indirectly, in one or more related transactions effects, complete or consummates, as applicable any (i) merger or consolidation of the Company with or into another person, or (ii) reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (iii) sale, lease, license, assignment, transfer, conveyance or other disposition of 50% or more of its assets, (iv) purchase offer, tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (v) stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination).
 


Exhibit 10.20

Adjustments:
If there is any change in the number or kind of Shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of stock is substantially reduced as result of a spinoff or the Company’s payment of any extraordinary dividend or distribution, the kind and number of Shares covered by, or to be issued or issuable under, any outstanding Options and the price per share or the applicable market value of such Options shall be required to be equitably adjusted by the Company to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits such outstanding Options; provided, however, than any fractional shares resulting from such adjustment shall be eliminated.  Any adjustments to outstanding Options shall be consistent with Section 409A of the Internal Revenue Code, to the extent applicable.  The adjustments of Options hereunder shall include adjustment of Shares, Exercise Price, or other terms and conditions, as the Company deems appropriate so long as the Company acts in good faith and in a fair and reasonable manner.  Any adjustments determined by the Company shall be final, binding and conclusive so long as the Company acts in good faith and in a fair and reasonable manner.
 
 
Amendments; Modification; Termination Without Your
Consent.
No amendment, modification or termination of your Options and/or Agreement shall materially impair your rights or obligations with respect to the Options and under this Stock Option Grant.

Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by you surrendering the same, or in such denominations as may be requested by you (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
 
Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
 
 
 
/s/ Arvind Agrawal
 
 
/s/ Dr. Roger Crystal
 
 Arvind Agrawal
 
 
Dr. Roger Crystal, Chief Executive Officer
 


Exhibit
Exhibit 10.21

STOCK OPTION GRANT
 
Dear Brad Miles (“Optionee”),
 
Reference is hereby made to (i) the Stock Option Plan of Lightlake Therapeutics Inc. (the “Company”) effective December 15, 2010 (the “Stock Option Plan”), and (ii) the Senior Advisor Agreement dated January 22, 2013, between the Company and Brad Miles (as amended, restated, or otherwise modified from time to time, the “Letter”). Capitalized terms utilized herein shall have the meanings ascribed to them in the Stock Option Plan unless otherwise defined herein.
 
You have been granted options to purchase Common Stock of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
Board Approval Date:
January 22, 2013
 
 
Date of Grant:
January 22, 2013
 
 
Exercise Price per Share:
US$0.15
 
 
Total Number of Shares Granted:
1,750,000
 
 
Total Exercise Price:
Cashless exercise as per the Letter
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
January 22, 2018
 
 
Termination Period:
These Options may be exercised for a period of five (5) years from the Date of Grant.  Optionee is responsible for keeping track of these exercise periods following termination for any reason of his service relationship with the Company, it being understood that Optionee is entitled to all rights, including compensation and vesting rights, with respect to this Option, as set forth in the Letter.  The Company will not provide further notice of such periods.

Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restrictions on Exercise:
These Options may only be exercised between the following dates: (i) the earliest date on which the price per Share has traded at or above US$0.30 for at least three (3) trading days out of any ten (10) consecutive trading days; and (ii) the Expiration Date.  Notwithstanding anything to the contrary contained in any agreement with the Company, it is an absolute condition of the Optionee’s right to exercise any Option that the Optionee be in full compliance with any other agreements between the Optionee and the Company, including without limitation any confidentiality agreements.
 
 
Vesting:
100% on January 22, 2013

Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement


Exhibit 10.21

Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be requested by the Optionee (but not exceeding the number of Shares underlying the Options in these Options in the aggregate). No service charge will be made for such registration or transfer, exchange or reissuance. Proportionate adjustments shall automatically be made to both the Exercise Price and number of these Options, and the Restrictions on Exercise, in the event of a stock split, stock dividend, reclassification, recapitalization, or any other increase or decrease in the number of issued Shares of the Company effected without receipt of consideration by the Company, or upon any other event reasonably determined by a majority of the Board of Directors of the Company to justify such adjustments.

To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Brad Miles
 
/s/ Roger Crystal
Optionee
 
Roger Crystal, Chief Executive Officer


Exhibit
Exhibit 10.22

Warrant Grant
Dear Brad Miles (the "Warrant Holder"),
As per the Agreement dated January 22, 2013, as amended, between Lightlake Therapeutics Inc. (the "Company") and you, you have been granted warrants (the "Warrants") to purchase common stock (the "Common Stock") of the Company (with each share of Common Stock of the Company, a "Share") as follows:
Date of Grant:                        March 19, 2015
Exercise Price per Share:                US$10.00
Total Number of Shares Granted:            45,000
Type of Options:                    Non-Qualified Stock Options
Expiration Date:                    March 18, 2020
Termination Period:
These Options may be exercised for a period of five (5) years from the Date of Grant. You are responsible for keeping track of this exercise period. The Company will not provide further notice of such period.
Transferability:
These Warrants may be transferred, except as prohibited by applicable laws and regulations.
Restriction on Exercise:
Your ability to exercise these Options is contingent on your and your officers, agents, and representatives keeping confidential information shared with you and your officers, agents, and representatives confidential and complying with all applicable laws and regulations.
Vesting:
100% on the Date of Grant
 







Exhibit 10.22

These Warrants may only be exercised for cash.
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Warrants or any certificates for representing the Shares underlying these Warrants and, in the event of mutilation, following the surrender and cancellation of such Warrants or stock certificate, the Company shall make and deliver replacement Warrants or stock certificate of like tenor and dated as of such cancellation, in lieu of these Warrants or stock certificate, without any charge therefor. Any such replacement Warrants or stock certificates shall be subject to the sameterms, conditions, and restrictions as these Warrants and any Shares underlying these Warrants. Proportionate adjustments shall automatically be made to both the Exercise Price and number of these Warrants in the event of a stock split, recapitalization, change of control and fundamental transaction. Upon the exercise of these Warrants, the fair market value per Share shall be equal to the closing price of the Shares on the day prior to such exercise.
Exercise of these Warrants shall occur by your: (i) surrendering the exercised Warrants at the then current official address listed in securities filings of the Company together with a properly completed and signed Notice of Exercise of Stock Warrant (as per Exhibit D), (ii) paying the proper amount of cash to the Company, and (iii) providing via email a readable .pdf or scan of all of the documentation set forth in (i) and (ii) to the following email addresses: roger.crystal@lightlaketherapeutics.com and kevin.pollack@lightlaketherapeutics.com.
By your signature and the signature of the Company's representative below, you and the Company agree to the terms of these Warrants.
Brad Miles                     LIGHTLAKE THERAPEUTICS INC.
/s/ Brad Miles                         /s/ Kevin Pollack
Warrant Holder                     Name: Kevin Pollack
Title: CFO

Exhibit
Exhibit 10.23

STOCK OPTION GRANT
 
 
Dear Brad Miles (the “Option Holder”),
 
As per the Agreement dated January 22, 2013, as amended, between Lightlake Therapeutics Inc. (the “Company”) and you, you have been granted options (the “Options”) to purchase common stock (the “Common Stock”) of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
 
 
 
Date of Grant:
March 19, 2015
 
 
Exercise Price per Share:
US$15.00
 
 
Total Number of Shares Granted:
32,000
 
 
Total Exercise Price:
Cashless exercise
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
March 18, 2020
 
 
Termination Period:
These Options may be exercised for a period of five (5) years from the Date of Grant.  You are responsible for keeping track of this exercise period. The Company will not provide further notice of such period.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
Your ability to exercise these Options is contingent on your and your officers, agents, and representatives keeping confidential information shared with you and your officers, agent, and representatives confidential and complying with all applicable laws and regulations.
 
 
Vesting:
100% on the Date of Grant.
 
 
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Proportionate adjustments shall automatically be made to both the Exercise Price and number of these Options in the event of a stock split, recapitalization, change of control and fundamental transaction. Upon the exercise of these Options, the fair market value per Share shall be equal to the closing price of the Shares on the day prior to such exercise.



Exhibit 10.23

Exercise of these Options shall occur by your: (i) surrendering the exercised Options at the then current official address listed in securities filings of the Company together with a properly completed and signed Notice of Exercise of Stock Option (as per Exhibit B), and (ii) providing via email a readable .pdf or scan of all of the documentation set forth in (i) to the following email addresses: roger.crystal@lightlaketherapeutics.com and kevin.pollack@lightlaketherapeutics.com.

By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 Brad Miles
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Brad Miles
 
 /s/ Kevin Pollack
Optionee
 
Name: Kevin Pollack
Title: Chief Financial Officer


Exhibit
Exhibit 10.24

STOCK OPTION GRANT
 
 
Dear Brad Miles (the “Option Holder”),
 
As per the Agreement dated January 22, 2013, as amended, between Lightlake Therapeutics Inc. (the “Company”) and you, you have been granted options (the “Options”) to purchase common stock (the “Common Stock”) of the Company (with each share of Common Stock of the Company, a “Share”) as follows:
 
 
 
 
Date of Grant:
March 19, 2015
 
 
Exercise Price per Share:
US$10.00
 
 
Total Number of Shares Granted:
48,000
 
 
Total Exercise Price:
Cashless exercise
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
March 18, 2020
 
 
Termination Period:
These Options may be exercised for a period of five (5) years from the Date of Grant.  You are responsible for keeping track of this exercise period. The Company will not provide further notice of such period.
 
 
Transferability:
These Options may not be transferred, except as permitted by applicable laws and regulations.
 
 
Restriction on Exercise:
Your ability to exercise these Options is contingent on your and your officers, agents, and representatives keeping confidential information shared with you and your officers, agent, and representatives confidential and complying with all applicable laws and regulations.
 
 
Vesting:
100% on the Date of Grant.
 
 
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Proportionate adjustments shall automatically be made to both the Exercise Price and number of these Options in the event of a stock split, recapitalization, change of control and fundamental transaction. Upon the exercise of these Options, the fair market value per Share shall be equal to the closing price of the Shares on the day prior to such exercise.



Exhibit 10.24

Exercise of these Options shall occur by your: (i) surrendering the exercised Options at the then current official address listed in securities filings of the Company together with a properly completed and signed Notice of Exercise of Stock Option (as per Exhibit B), and (ii) providing via email a readable .pdf or scan of all of the documentation set forth in (i) to the following email addresses: roger.crystal@lightlaketherapeutics.com and kevin.pollack@lightlaketherapeutics.com.

By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 Brad Miles
 
LIGHTLAKE THERAPEUTICS INC.
 
 
 
/s/ Brad Miles
 
 /s/ Kevin Pollack
Optionee
 
Name: Kevin Pollack
Title: Chief Financial Officer


Exhibit
Exhibit 10.25

OPIANT PHARMACEUTICALS, INC.
401 Wilshire Blvd., 12
th Floor
Santa Monica, CA 90401
STOCK OPTION GRANT
Dear Jenny Lee,
Opiant Pharmaceuticals, Inc. (the "Company") has granted you options (the "Options") to purchase common stock of the Company (the "Common Stock") (with each share of Common Stock, a "Share") as follows:
Board Approval Date:            October 6, 2016
Date of Grant:                October 6, 2016
Exercise Price per Share:
US$10.00, which shall be equal to or greater than the fair market value of a Share of Common Stock on the Date of Grant.

Total Number of Shares Granted:        25,000
Method of Exercise:            Cashless Exercise
Type of Options:             Non-Qualified Stock Options
Expiration Date:                October 5, 2026
Termination Period:
Except as otherwise provided below, these Options may be exercised for a period of ten (10) years from the Date of Grant. You are responsible for keeping track of these exercise periods in the event you no longer are employed by the Company. The Company will not provide further notice of such periods.
Notwithstanding anything herein to the contrary, in the event you no longer are employed by the Company, any vested and exercisable Options at such date may be exercised by you at any time prior to the earlier of (i) the Expiration Date, or (ii) the 90-day anniversary of the date when you no longer are employed by the Company.

Transferability:
These Options may not be transferred, except upon your death or as permitted by applicable laws and regulations.
Restriction on Exercise:             None, except as provided herein.

Vesting:
These Options shall vest as per the following schedule: 694 Options shall vest on each of the first, second, third, fourth, fifth, sixth, seventh, eighth, ninth, tenth, eleventh, twelfth, thirteenth, fourteenth, fifteenth, sixteenth, seventeenth, eighteenth, nineteenth and twentieth month anniversaries of the Date of Grant. 695 Options shall vest on each of the twenty-first, twenty-second, twenty-third, twenty-fourth, twenty-fifth and twenty-sixth, twenty-seventh, twenty-eighth, twenty-ninth, thirtieth, thirty-first, thirty-second, thirty-third, thirty-fourth, thirty-fifth and thirty-sixth month anniversaries of the Date of Grant.


Exhibit 10.25



Death:
Notwithstanding anything herein to the contrary, in the event of your death, all exercisable Options may be exercised by your estate (or as may otherwise be provided for by you) at any time prior to the expiration date of the term of the Options.

Fundamental Transaction:
Unless the Board of Directors of the Company (the "Board") shall reasonably determine otherwise in good faith, in the event that the Company effects a Fundamental Transaction (as defined below), any outstanding Options shall be fully exercisable regardless of the vesting and exercise schedule otherwise applicable to such Options. You shall have the right to receive the consideration per Share receivable by other holders of Shares of Common Stock as a result of such Fundamental Transaction. If holders of Shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction with respect to the Shares, then you shall be given the same choice.
Notwithstanding the foregoing, in the event of a Fundamental Transaction and if the Board may reasonably determine in good faith, the Options may be (i) honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an "Alternative Award"), by the Company or its affiliates or any successor entity in the Fundamental Transaction immediately following the Fundamental Transaction; provided that any such Alternative Award must provide you with (a) rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options and (b) substantially equivalent value to such Options (determined at the time of the Fundamental Transaction); or (ii) purchased by the Company by paying to you an amount of cash equal to the value of the remaining unexercised portion of the Options on the date of the consummation of such Fundamental Transaction to be determined by a reasonable method selected by the Board in good faith. In the event that a successor entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Options referring to the "Company" shall refer instead to the successor entity) the Company, such successor entity may exercise every right and power of the Company and shall assume all of the obligations of the Company under Options with the same effect as if such successor entity had been named as the Company therein.
For purposes of this provision, the term "Fundamental Transaction" shall mean the Company, directly or indirectly, in one or more related transactions effects, complete or consummates, as applicable any (i) merger or consolidation of the Company with or into another person, or (ii) reclassification, reorganization or recapitalization of the Common Stock or any compulsory Share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (iii) sale, lease, license, assignment, transfer, conveyance or other disposition of 50% or more of its assets, (iv) purchase offer, tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of Common Stock are permitted to sell, tender or exchange their Shares for other securities,


Exhibit 10.25

cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (v) stock or Share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding Shares of Common Stock (not including any Shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or Share purchase agreement or other business combination).
Adjustments:
If there is any change in the number or kind of Shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of Shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding stock as a class without the Company's receipt of consideration, or if the value of outstanding Shares of stock is substantially reduced as result of a spinoff or the Company's payment of any extraordinary dividend or distribution, the kind and number of Shares covered by, or to be issued or issuable under, any outstanding Options and the price per Share or the applicable market value of such Options shall be required to be equitably adjusted by the Company to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits such outstanding Options; provided, however, than any fractional Shares resulting from such adjustment shall be eliminated. Any adjustments to outstanding Options shall be consistent with Section 409A of the Internal Revenue Code, to the extent applicable. The adjustments of Options hereunder shall include adjustment of Shares, Exercise Price, or other terms and conditions, as the Company deems appropriate so long as the Company acts in good faith and in a fair and reasonable manner.

Any adjustments determined by the Company shall be final, binding and conclusive so long as the Company acts in good faith and in a fair and reasonable manner.
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by you surrendering the same, or in such denominations as may be requested by you (but not exceeding the number of Shares underlying the Options in these Options in the aggregate). No service charge will be made for such registration or transfer, exchange or reissuance.


Exhibit 10.25

Upon the exercise of these Options, the fair market value per Share shall be equal to the closing price of the Shares on the day prior to such exercise. Exercise of these Options shall occur by your: (i) surrendering the exercised Options at the principal office of the Company together with a properly completed and signed Notice of Exercise of Stock Option (as per Exhibit A), and (ii) providing via email a readable .pdf or scan of all of the documentation set forth in (i) to the email addresses of the Chief Executive Officer, Chief Financial Officer and Controller (if the Company has a Controller at such time) of the Company at the time of such surrender (the current applicable email addresses being: rciystal@opiant.com and kpollack@opiant.corn).
Upon exercise of these Options pursuant to the terms of the prior paragraph, the number of Shares of Common Stock to be issued to you shall be computed using the following formula:
X =    Y(A-B)
A
Where X =    the number of Shares of Common Stock to be issued to you
Y =
the number of Shares of Common Stock purchasable under the Options or, if only a portion of the Options are being exercised, the portion of the Options being exercised (at the date of such calculation)
A =
the closing price of one Share of the Common Stock on the day prior to such exercise (as adjusted to the date of such calculation)
B =
the Exercise Price per Share (as adjusted to the date of such calculation)

These Options may be delivered to you electronically with a scanned signature, in which case they shall have the same effect and force as if they had been delivered in original signed form.
By your signature and the signature of the Company's representative below, you and the Company agree to the terms of these Options.
OPIANT PHARMACEUTICALS, INC.
/s/ Jenny Lee                         /s/ Kevin Pollack
Kevin Pollack, Chief Financial Officer




Exhibit
Exhibit 10.26

OPIANT PHARMACEUTICALS, INC.
401 Wilshire Blvd., 12
th Floor
Santa Monica, CA 90401
STOCK OPTION GRANT
Dear Quan Vu,
Opiant Pharmaceuticals, Inc. (the "Company") has granted you options (the "Options") to purchase common stock of the Company (the "Common Stock") (with each share of Common Stock, a "Share") as follows:
Board Approval Date:            October 6, 2016
Date of Grant:                October 6, 2016
Exercise Price per Share:
US$10.00, which shall be equal to or greater than the fair market value of a Share of Common Stock on the Date of Grant.

Total Number of Shares Granted:        25,000
Method of Exercise:            Cashless Exercise
Type of Options:             Non-Qualified Stock Options
Expiration Date:                October 5, 2026
Termination Period:
Except as otherwise provided below, these Options may be exercised for a period of ten (10) years from the Date of Grant. You are responsible for keeping track of these exercise periods in the event you no longer are employed by the Company. The Company will not provide further notice of such periods.
Notwithstanding anything herein to the contrary, in the event you no longer are employed by the Company, any vested and exercisable Options at such date may be exercised by you at any time prior to the earlier of (i) the Expiration Date, or (ii) the 90-day anniversary of the date when you no longer are employed by the Company.

Transferability:
These Options may not be transferred, except upon your death or as permitted by applicable laws and regulations.
Restriction on Exercise:             None, except as provided herein.

Vesting:
These Options shall vest as per the following schedule: 694 Options shall vest on each of the first, second, third, fourth, fifth, sixth, seventh, eighth, ninth, tenth, eleventh, twelfth, thirteenth, fourteenth, fifteenth, sixteenth, seventeenth, eighteenth, nineteenth and twentieth month anniversaries of the Date of Grant. 695 Options shall vest on each of the twenty-first, twenty-second, twenty-third, twenty-fourth, twenty-fifth and twenty-sixth, twenty-seventh, twenty-eighth, twenty-ninth, thirtieth,


Exhibit 10.26

thirty-first, thirty-second, thirty-third, thirty-fourth, thirty-fifth and thirty-sixth month anniversaries of the Date of Grant.


Death:
Notwithstanding anything herein to the contrary, in the event of your death, all exercisable Options may be exercised by your estate (or as may otherwise be provided for by you) at any time prior to the expiration date of the term of the Options.

Fundamental Transaction:
Unless the Board of Directors of the Company (the "Board") shall reasonably determine otherwise in good faith, in the event that the Company effects a Fundamental Transaction (as defined below), any outstanding Options shall be fully exercisable regardless of the vesting and exercise schedule otherwise applicable to such Options. You shall have the right to receive the consideration per Share receivable by other holders of Shares of Common Stock as a result of such Fundamental Transaction. If holders of Shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction with respect to the Shares, then you shall be given the same choice.
Notwithstanding the foregoing, in the event of a Fundamental Transaction and if the Board may reasonably determine in good faith, the Options may be (i) honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an "Alternative Award"), by the Company or its affiliates or any successor entity in the Fundamental Transaction immediately following the Fundamental Transaction; provided that any such Alternative Award must provide you with (a) rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options and (b) substantially equivalent value to such Options (determined at the time of the Fundamental Transaction); or (ii) purchased by the Company by paying to you an amount of cash equal to the value of the remaining unexercised portion of the Options on the date of the consummation of such Fundamental Transaction to be determined by a reasonable method selected by the Board in good faith. In the event that a successor entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Options referring to the "Company" shall refer instead to the successor entity) the Company, such successor entity may exercise every right and power of the Company and shall assume all of the obligations of the Company under Options with the same effect as if such successor entity had been named as the Company therein.
For purposes of this provision, the term "Fundamental Transaction" shall mean the Company, directly or indirectly, in one or more related transactions effects, complete or consummates, as applicable any (i) merger or consolidation of the Company with or into another person, or (ii) reclassification, reorganization or recapitalization of the Common Stock or any compulsory Share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (iii) sale, lease, license,


Exhibit 10.26

assignment, transfer, conveyance or other disposition of 50% or more of its assets, (iv) purchase offer, tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of Common Stock are permitted to sell, tender or exchange their Shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (v) stock or Share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding Shares of Common Stock (not including any Shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or Share purchase agreement or other business combination).
Adjustments:
If there is any change in the number or kind of Shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of Shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding stock as a class without the Company's receipt of consideration, or if the value of outstanding Shares of stock is substantially reduced as result of a spinoff or the Company's payment of any extraordinary dividend or distribution, the kind and number of Shares covered by, or to be issued or issuable under, any outstanding Options and the price per Share or the applicable market value of such Options shall be required to be equitably adjusted by the Company to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits such outstanding Options; provided, however, than any fractional Shares resulting from such adjustment shall be eliminated. Any adjustments to outstanding Options shall be consistent with Section 409A of the Internal Revenue Code, to the extent applicable. The adjustments of Options hereunder shall include adjustment of Shares, Exercise Price, or other terms and conditions, as the Company deems appropriate so long as the Company acts in good faith and in a fair and reasonable manner.

Any adjustments determined by the Company shall be final, binding and conclusive so long as the Company acts in good faith and in a fair and reasonable manner.
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement


Exhibit 10.26

Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by you surrendering the same, or in such denominations as may be requested by you (but not exceeding the number of Shares underlying the Options in these Options in the aggregate). No service charge will be made for such registration or transfer, exchange or reissuance.
Upon the exercise of these Options, the fair market value per Share shall be equal to the closing price of the Shares on the day prior to such exercise. Exercise of these Options shall occur by your: (i) surrendering the exercised Options at the principal office of the Company together with a properly completed and signed Notice of Exercise of Stock Option (as per Exhibit A), and (ii) providing via email a readable .pdf or scan of all of the documentation set forth in (i) to the email addresses of the Chief Executive Officer, Chief Financial Officer and Controller (if the Company has a Controller at such time) of the Company at the time of such surrender (the current applicable email addresses being: rciystal@opiant.com and kpollack@opiant.corn).
Upon exercise of these Options pursuant to the terms of the prior paragraph, the number of Shares of Common Stock to be issued to you shall be computed using the following formula:
X =    Y(A-B)
A
Where X =    the number of Shares of Common Stock to be issued to you
Y =
the number of Shares of Common Stock purchasable under the Options or, if only a portion of the Options are being exercised, the portion of the Options being exercised (at the date of such calculation)
A =
the closing price of one Share of the Common Stock on the day prior to such exercise (as adjusted to the date of such calculation)
B =
the Exercise Price per Share (as adjusted to the date of such calculation)

These Options may be delivered to you electronically with a scanned signature, in which case they shall have the same effect and force as if they had been delivered in original signed form.
By your signature and the signature of the Company's representative below, you and the Company agree to the terms of these Options.
OPIANT PHARMACEUTICALS, INC.
/s/ Quan Vu                         /s/ Kevin Pollack
Kevin Pollack, Chief Financial Officer


Exhibit
Exhibit 10.27

OPIANT PHARMACEUTICALS, INC.
401 Wilshire Blvd., 12
th Floor
Santa Monica, CA 90401
STOCK OPTION GRANT
Dear Quan Vu,
Opiant Pharmaceuticals, Inc. (the "Company") has granted you options (the "Options") to purchase common stock of the Company (the "Common Stock") (with each share of Common Stock, a "Share") as follows:
Board Approval Date:            October 6, 2016
Date of Grant:                December 24, 2016
Exercise Price per Share:
US$10.00, which shall be equal to or greater than the fair market value of a Share of Common Stock on the Date of Grant.

Total Number of Shares Granted:        35,000
Method of Exercise:            Cashless Exercise
Type of Options:             Non-Qualified Stock Options
Expiration Date:                October 23, 2026
Termination Period:
Except as otherwise provided below, these Options may be exercised for a period of ten (10) years from the Date of Grant. You are responsible for keeping track of these exercise periods in the event you no longer are employed by the Company. The Company will not provide further notice of such periods.
Notwithstanding anything herein to the contrary, in the event you no longer are employed by the Company, any vested and exercisable Options at such date may be exercised by you at any time prior to the earlier of (i) the Expiration Date, or (ii) the 90-day anniversary of the date when you no longer are employed by the Company.

Transferability:
These Options may not be transferred, except upon your death or as permitted by applicable laws and regulations.
Restriction on Exercise:             None, except as provided herein.

Vesting:
These Options shall vest as per the following schedule: 972 Options shall vest on each of the first, second, third, fourth, fifth, sixth, seventh, eighth, ninth, tenth, eleventh, twelfth, thirteenth, fourteenth, fifteenth, sixteenth, seventeenth, eighteenth, nineteenth and twentieth month anniversaries of the Date of Grant. 972 Options shall vest on each of the twenty-first, twenty-second, twenty-third, twenty-fourth, twenty-fifth and twenty-sixth, twenty-seventh, twenty-eighth, twenty-ninth, thirtieth,


Exhibit 10.27

thirty-first, thirty-second, thirty-third, thirty-fourth, thirty-fifth and thirty-sixth month anniversaries of the Date of Grant.


Death:
Notwithstanding anything herein to the contrary, in the event of your death, all exercisable Options may be exercised by your estate (or as may otherwise be provided for by you) at any time prior to the expiration date of the term of the Options.

Fundamental Transaction:
Unless the Board of Directors of the Company (the "Board") shall reasonably determine otherwise in good faith, in the event that the Company effects a Fundamental Transaction (as defined below), any outstanding Options shall be fully exercisable regardless of the vesting and exercise schedule otherwise applicable to such Options. You shall have the right to receive the consideration per Share receivable by other holders of Shares of Common Stock as a result of such Fundamental Transaction. If holders of Shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction with respect to the Shares, then you shall be given the same choice.
Notwithstanding the foregoing, in the event of a Fundamental Transaction and if the Board may reasonably determine in good faith, the Options may be (i) honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an "Alternative Award"), by the Company or its affiliates or any successor entity in the Fundamental Transaction immediately following the Fundamental Transaction; provided that any such Alternative Award must provide you with (a) rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options and (b) substantially equivalent value to such Options (determined at the time of the Fundamental Transaction); or (ii) purchased by the Company by paying to you an amount of cash equal to the value of the remaining unexercised portion of the Options on the date of the consummation of such Fundamental Transaction to be determined by a reasonable method selected by the Board in good faith. In the event that a successor entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Options referring to the "Company" shall refer instead to the successor entity) the Company, such successor entity may exercise every right and power of the Company and shall assume all of the obligations of the Company under Options with the same effect as if such successor entity had been named as the Company therein.
For purposes of this provision, the term "Fundamental Transaction" shall mean the Company, directly or indirectly, in one or more related transactions effects, complete or consummates, as applicable any (i) merger or consolidation of the Company with or into another person, or (ii) reclassification, reorganization or recapitalization of the Common Stock or any compulsory Share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (iii) sale, lease, license,


Exhibit 10.27

assignment, transfer, conveyance or other disposition of 50% or more of its assets, (iv) purchase offer, tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of Common Stock are permitted to sell, tender or exchange their Shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (v) stock or Share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding Shares of Common Stock (not including any Shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or Share purchase agreement or other business combination).
Adjustments:
If there is any change in the number or kind of Shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of Shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding stock as a class without the Company's receipt of consideration, or if the value of outstanding Shares of stock is substantially reduced as result of a spinoff or the Company's payment of any extraordinary dividend or distribution, the kind and number of Shares covered by, or to be issued or issuable under, any outstanding Options and the price per Share or the applicable market value of such Options shall be required to be equitably adjusted by the Company to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits such outstanding Options; provided, however, than any fractional Shares resulting from such adjustment shall be eliminated. Any adjustments to outstanding Options shall be consistent with Section 409A of the Internal Revenue Code, to the extent applicable. The adjustments of Options hereunder shall include adjustment of Shares, Exercise Price, or other terms and conditions, as the Company deems appropriate so long as the Company acts in good faith and in a fair and reasonable manner.

Any adjustments determined by the Company shall be final, binding and conclusive so long as the Company acts in good faith and in a fair and reasonable manner.
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement


Exhibit 10.27

Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by you surrendering the same, or in such denominations as may be requested by you (but not exceeding the number of Shares underlying the Options in these Options in the aggregate). No service charge will be made for such registration or transfer, exchange or reissuance.
Upon the exercise of these Options, the fair market value per Share shall be equal to the closing price of the Shares on the day prior to such exercise. Exercise of these Options shall occur by your: (i) surrendering the exercised Options at the principal office of the Company together with a properly completed and signed Notice of Exercise of Stock Option (as per Exhibit A), and (ii) providing via email a readable .pdf or scan of all of the documentation set forth in (i) to the email addresses of the Chief Executive Officer, Chief Financial Officer and Controller (if the Company has a Controller at such time) of the Company at the time of such surrender (the current applicable email addresses being: rciystal@opiant.com and kpollack@opiant.corn).
Upon exercise of these Options pursuant to the terms of the prior paragraph, the number of Shares of Common Stock to be issued to you shall be computed using the following formula:
X =    Y(A-B)
A
Where X =    the number of Shares of Common Stock to be issued to you
Y =
the number of Shares of Common Stock purchasable under the Options or, if only a portion of the Options are being exercised, the portion of the Options being exercised (at the date of such calculation)
A =
the closing price of one Share of the Common Stock on the day prior to such exercise (as adjusted to the date of such calculation)
B =
the Exercise Price per Share (as adjusted to the date of such calculation)

These Options may be delivered to you electronically with a scanned signature, in which case they shall have the same effect and force as if they had been delivered in original signed form.
By your signature and the signature of the Company's representative below, you and the Company agree to the terms of these Options.
OPIANT PHARMACEUTICALS, INC.
/s/ Quan Vu                         /s/ Kevin Pollack
Kevin Pollack, Chief Financial Officer


Exhibit
Exhibit 10.28

Stock Option Grant
 
Dear Phil Skolnick,
 
Pursuant to the Employment Agreement between Opiant Pharmaceuticals, Inc. (the “Company”) and you effective February 6, 2017 (the “Employment Agreement”), the Company has granted you options (the “Options”) to purchase common stock of the Company (the “Common Stock”) (with each share of Common Stock, a “Share”) as follows:
 
Board Approval Date:
February 3, 2017
 
 
Date of Grant:
February 6, 2017
 
 
Exercise Price per Share:
US$9.00, which shall be equal to or greater than the fair market value of a Share of Common Stock on the Date of Grant.
 
 
Total Number of Shares Granted:
200,000
 
 
Method of Exercise:
Cashless exercise
 
 
Type of Options:
Non-Qualified Stock Options
 
 
Expiration Date:
February 5, 2027
 
Termination Period:
Except as otherwise provided below, these Options may be exercised for a period of ten (10) years from the Date of Grant.  You are responsible for keeping track of these exercise periods in the event you no longer are employed by the Company.  The Company will not provide further notice of such periods.
 
 
Notwithstanding anything herein to the contrary, these Options shall expire on the day that is the earlier of: (a) ninety (90) calendar days after Employee ceases to provide Services (as defined in the Employment Agreement”) pursuant to the Employment Agreement, (b) ninety (90) calendar days after the Extended Term (as defined in the Employment Agreement), to the extent it is applicable, ends, (c) ninety (90) calendar days after the Term (as defined in the Employment Agreement) ends if there is no Extended Term (as defined in the Employment Agreement), (d) Employee becomes subject to a termination or fundamental transaction pursuant to Paragraph 7 of the Employment Agreement, or (e) ten (10) years from the date of issuance of such Options.
  
Transferability:
These Options may not be transferred, except upon your death or as permitted by applicable laws and regulations.
 
Restriction on Exercise:
None, except as provided herein.
 


Exhibit 10.28

Vesting:
One hundred thousand (100,000) of these Options shall vest on the eighteenth month anniversary of the issue date of the Options.  Five thousand five hundred fifty-five (5,555) of these Options shall vest on each of the nineteenth, twentieth, twenty-first, twenty-second, twenty-third, twenty-fourth, twenty-fifth and twenty-sixth anniversaries of the Effective Date (as defined in the Employment Agreement).  Five thousand five hundred fifty-six (5,556) of these Options shall vest on each of the twenty-seventh, twenty-eighth, twenty-ninth, thirtieth, thirty-first, thirty-second, thirty-third, thirty-fourth, thirty-fifth and thirty-sixth anniversaries of the Effective Date (as defined in the Employment Agreement).
 
Death:
Notwithstanding anything herein to the contrary, in the event of your death, all exercisable Options may be exercised by your estate (or as may otherwise be provided for by you) at any time prior to the expiration date of the term of the Options.
 
 Fundamental Transaction:
Unless the Board of Directors of the Company (the “Board”) shall reasonably determine otherwise in good faith, in the event that the Company effects a Fundamental Transaction (as defined below), any outstanding Options shall be fully exercisable regardless of the vesting and exercise schedule otherwise applicable to such Options.  You shall have the right to receive the consideration per Share receivable by other holders of Shares of Common Stock as a result of such Fundamental Transaction.  If holders of Shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction with respect to the Shares, then you shall be given the same choice.
 
 
Notwithstanding the foregoing, in the event of a Fundamental Transaction and if the Board may reasonably determine in good faith, the Options may be (i) honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by the Company or its affiliates or any successor entity in the Fundamental Transaction immediately following the Fundamental Transaction; provided that any such Alternative Award must provide you with (a) rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options and (b) substantially equivalent value to such Options (determined at the time of the Fundamental Transaction); or (ii) purchased by the Company by paying to you an amount of cash equal to the value of the remaining unexercised portion of the Options on the date of the consummation of such Fundamental Transaction to be determined by a reasonable method selected by the Board in good faith.  In the event that a successor entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Options referring to the “Company” shall refer instead to the successor entity) the Company, such successor entity may exercise every right and power of the Company and shall assume all of the obligations of the Company under Options with the same effect as if such successor entity had been named as the Company therein.
 


Exhibit 10.28

  
For purposes of this provision, the term “Fundamental Transaction” shall mean the Company, directly or indirectly, in one or more related transactions effects, complete or consummates, as applicable any (i) merger or consolidation of the Company with or into another person, or (ii) reclassification, reorganization or recapitalization of the Common Stock or any compulsory Share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (iii) sale, lease, license, assignment, transfer, conveyance or other disposition of 50% or more of its assets, (iv) purchase offer, tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of Common Stock are permitted to sell, tender or exchange their Shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (v) stock or Share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding Shares of Common Stock (not including any Shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or Share purchase agreement or other business combination).
 
Adjustments:
If there is any change in the number or kind of Shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of Shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding stock as a class without the Company’s receipt of consideration, or if the value of outstanding Shares of stock is substantially reduced as result of a spinoff or the Company’s payment of any extraordinary dividend or distribution, the kind and number of Shares covered by, or to be issued or issuable under, any outstanding Options and the price per Share or the applicable market value of such Options shall be required to be equitably adjusted by the Company to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits such outstanding Options; provided, however, than any fractional Shares resulting from such adjustment shall be eliminated.  Any adjustments to outstanding Options shall be consistent with Section 409A of the Internal Revenue Code, to the extent applicable.  The adjustments of Options hereunder shall include adjustment of Shares, Exercise Price, or other terms and conditions, as the Company deems appropriate so long as the Company acts in good faith and in a fair and reasonable manner.  Any adjustments determined by the Company shall be final, binding and conclusive so long as the Company acts in good faith and in a fair and reasonable manner.
 
 
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by you surrendering the same, or in such denominations as may be requested by you (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
 


Exhibit 10.28

Upon the exercise of these Options, the fair market value per Share shall be equal to the closing price of the Shares on the day prior to such exercise. Exercise of these Options shall occur by your: (i) surrendering the exercised Options at the principal office of the Company together with a properly completed and signed Notice of Exercise of Stock Option (as per Exhibit B), and (ii) providing via email a readable .pdf or scan of all of the documentation set forth in (i) to the email addresses of the Chief Executive Officer, Chief Financial Officer and Controller (if the Company has a Controller at such time) of the Company at the time of such surrender (the current applicable email addresses being: rcrystal@opiant.com and kpollack@opiant.com).
 
Upon exercise of these Options pursuant to the terms of the prior paragraph, the number of Shares of Common Stock to be issued to you shall be computed using the following formula:
 
X =
Y(A-B)
 
 
A
 
 
Where X =
the number of Shares of Common Stock to be issued to you
 
 
Y =
the number of Shares of Common Stock purchasable under the Options or, if only a portion of the Options are being exercised, the portion of the Options being exercised (at the date of such calculation)
 
 
A =
the closing price of one Share of the Common Stock on the day prior to such exercise (as adjusted to the date of such calculation)
 
 
B =
the Exercise Price per Share (as adjusted to the date of such calculation)
 
These Options may be delivered to you electronically with a scanned signature, in which case they shall have the same effect and force as if they had been delivered in original signed form.
 
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
 
 
 
OPIANT PHARMACEUTICALS, INC.
 
 
 
 /s/ Phil Skolnick
 
 /s/ Kevin Pollack
 
 
Kevin Pollack, Chief Financial Officer


Exhibit

Exhibit 10.29



OPIANT PHARMACEUTICALS, INC.
401 Wilshire Blvd., 12th Floor
Santa Monica, CA 90401

STOCK OPTION GRANT


Dear Thomas T. Thomas,

Opiant Pharmaceuticals, Inc. (the “Company”) has granted you options (the “Options”) to purchase common stock of the Company (the “Common Stock”) (with each share of Common Stock, a “Share”) as follows:
Board Approval Date:    October 26, 2016
Date of Grant:
November 4, 2016
Exercise Price per Share:
US$10.00, which shall be equal to or greater than the fair market value of a share of Common Stock on the Date of Grant.
Total Number of Shares Granted:
35,000
Method of Exercise:
Cashless exercise.
Type of Options:
Non-Qualified Stock Options
Expiration Date:
November 3, 2021
Termination Period:
Except as otherwise provided below, these Options may be exercised for a period of five (5) years from the Date of Grant. You are responsible for keeping track of these exercise periods following termination for any reason of your service relationship with the Company. The Company will not provide further notice of such periods.
Transferability:
These Options may not be transferred, except upon your death or as permitted by applicable laws and regulations.
Restriction on Exercise:
These Options may only be exercised between: (i) the date of their vesting as per the conditions set forth below; and (ii) the Expiration Date. Notwithstanding anything to the contrary contained in any agreement with the Company, it is an absolute condition of your right to exercise any Option that you be in full compliance with any other agreements between you and the Company, including without limitation any confidentiality agreements.
Vesting:
So long as you remain on the Board, the options shall vest as follows: 11,667 options shall vest upon the uplisting of Company to The NASDAQ Stock Market; 11,667 options shall vest upon the cumulative funding of Company of or in excess of five million dollars





Exhibit 10.29



(US$5,000,000) by institutional investors starting from May 5, 2016; and 11,666 options shall vest upon the first submission of a New Drug Application to the U.S. Food and Drug Administration for one of Company’s products by Company itself or a Company licensee.
Death:
Notwithstanding anything herein to the contrary, in the event of your death, all exercisable Options may be exercised by your estate (or as may otherwise be provided for by you) at any time prior to the expiration date of the term of the Options.

Fundamental Transaction:
Unless the Board shall reasonably determine otherwise in good faith, in the event that the Company effects a Fundamental Transaction (as defined below), any outstanding Options shall be fully exercisable regardless of the vesting and exercise schedule otherwise applicable to such Options. You shall have the right to receive the consideration per share receivable by other holders of shares of Common Stock as a result of such Fundamental Transaction. If holders of shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction with respect to the shares, then you shall be given the same choice.

Notwithstanding the foregoing, in the event of a Fundamental Transaction and if the Board may reasonably determine in good faith, the Options may be (i) honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by the Company or its affiliates or any successor entity in the Fundamental Transaction immediately following the Fundamental Transaction; provided that any such Alternative Award must provide you with (a) rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options and (b) substantially equivalent value to such Options (determined at the time of the Fundamental Transaction); or (ii) purchased by the Company by paying to you an amount of cash equal to the value of the remaining unexercised portion of the Options on the date of the consummation of such Fundamental Transaction to be determined by a reasonable method selected by the Board in good faith. In the event that a successor entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Options referring to the “Company” shall refer instead to the successor entity) the Company, such successor entity may exercise every right and power of the Company and shall assume all of the obligations of the Company under Options with the same effect as if such successor entity had been named as the Company therein.

For purposes of this provision, the term “Fundamental Transaction” shall mean the Company, directly or indirectly, in one or more related transactions effects, complete or consummates, as applicable any (i) merger or consolidation of the Company with or into another person,

2




Exhibit 10.29



or (ii) reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (iii) sale, lease, license, assignment, transfer, conveyance or other disposition of 50% or more of its assets, (iv) purchase offer, tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (v) stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination).
Adjustments:
If there is any change in the number or kind of Shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of stock is substantially reduced as result of a spinoff or the Company’s payment of any extraordinary dividend or distribution, the kind and number of Shares covered by, or to be issued or issuable under, any outstanding Options and the price per share or the applicable market value of such Options shall be required to be equitably adjusted by the Company to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits such outstanding Options; provided, however, than any fractional shares resulting from such adjustment shall be eliminated. Any adjustments to outstanding Options shall be consistent with Section 409A of the Internal Revenue Code, to the extent applicable. The adjustments of Options hereunder shall include adjustment of Shares, Exercise Price, or other terms and conditions, as the Company deems appropriate so long as the Company acts in good faith and in a fair and reasonable manner. Any adjustments determined by the Company shall be final, binding and conclusive so long as the Company acts in good faith and in a fair and reasonable manner.
Amendments;    No amendment, modification or termination of your Options
Modification;    and/or Agreement shall materially impair your rights or obligations

3




Exhibit 10.29



Termination:    with respect to the Options and under this Stock Option Grant without your    consent.    
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by you surrendering the same, or in such denominations as may be requested by you (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
All Options delivered to you electronically with a scanned signature shall have the same force and effect as if they had been delivered in original signed form.
Upon the exercise of these Options, the fair market value per Share shall be equal to the closing price of the Shares on the day prior to such exercise. Exercise of these Options shall occur by your providing via email a readable .pdf or scan of the exercised Options with a properly completed and signed Notice of Exercise of Stock Option (as per Exhibit A) to the official Company email addresses of the Chief Executive Officer and the Chief Financial Officer of the Company at such time (currently those email addresses are: rcrystal@opiant.com and kpollack@opiant.com) and with a subject line of “Exercise of Options”.
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
OPIANT PHARMACEUTICALS, INC.


/s/ Thomas T. Thomas        /s/ Kevin Pollack    
Kevin Pollack, Chief Financial Officer
 


4


Exhibit
Exhibit 10.30

OPIANT PHARMACEUTICALS, INC.
401 Wilshire Blvd., 12th Floor
Santa Monica, CA 90401

STOCK OPTION GRANT


Dear Dr. Gabrielle Silver,

Opiant Pharmaceuticals, Inc. (the “Company”) has granted you options (the “Options”) to purchase common stock of the Company (the “Common Stock”) (with each share of Common Stock, a “Share”) as follows:
Board Approval Date:    March 4, 2016
Date of Grant:
May 17, 2016
Exercise Price per Share:
US$10.00, which shall be equal to or greater than the fair market value of a share of Common Stock on the Date of Grant.
Total Number of Shares Granted:
35,000
Method of Exercise:
Cashless exercise.
Type of Options:
Non-Qualified Stock Options
Expiration Date:
May 16, 2021
Termination Period:
Except as otherwise provided below, these Options may be exercised for a period of five (5) years from the Date of Grant. You are responsible for keeping track of these exercise periods following termination for any reason of your service relationship with the Company. The Company will not provide further notice of such periods.
Transferability:
These Options may not be transferred, except upon your death or as permitted by applicable laws and regulations.
Restriction on Exercise:
These Options may only be exercised between: (i) the date of their vesting as per the conditions set forth below; and (ii) the Expiration Date. Notwithstanding anything to the contrary contained in any agreement with the Company, it is an absolute condition of your right to exercise any Option that you be in full compliance with any other agreements between you and the Company, including without limitation any confidentiality agreements.
Vesting:
So long as you remain on the Board, the options shall vest as follows: 11,667 options shall vest upon the uplisting of Company to The NASDAQ Stock Market; 11,667 options shall vest upon the cumulative funding of Company of or in excess of five million dollars









(US$5,000,000) by institutional investors starting from May 5, 2016; and 11,666 options shall vest upon the first submission of a New Drug Application to the U.S. Food and Drug Administration for one of Company’s products by Company itself or a Company licensee.
Death:
Notwithstanding anything herein to the contrary, in the event of your death, all exercisable Options may be exercised by your estate (or as may otherwise be provided for by you) at any time prior to the expiration date of the term of the Options.

Fundamental Transaction:
Unless the Board shall reasonably determine otherwise in good faith, in the event that the Company effects a Fundamental Transaction (as defined below), any outstanding Options shall be fully exercisable regardless of the vesting and exercise schedule otherwise applicable to such Options. You shall have the right to receive the consideration per share receivable by other holders of shares of Common Stock as a result of such Fundamental Transaction. If holders of shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction with respect to the shares, then you shall be given the same choice.

Notwithstanding the foregoing, in the event of a Fundamental Transaction and if the Board may reasonably determine in good faith, the Options may be (i) honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by the Company or its affiliates or any successor entity in the Fundamental Transaction immediately following the Fundamental Transaction; provided that any such Alternative Award must provide you with (a) rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options and (b) substantially equivalent value to such Options (determined at the time of the Fundamental Transaction); or (ii) purchased by the Company by paying to you an amount of cash equal to the value of the remaining unexercised portion of the Options on the date of the consummation of such Fundamental Transaction to be determined by a reasonable method selected by the Board in good faith. In the event that a successor entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Options referring to the “Company” shall refer instead to the successor entity) the Company, such successor entity may exercise every right and power of the Company and shall assume all of the obligations of the Company under Options with the same effect as if such successor entity had been named as the Company therein.

For purposes of this provision, the term “Fundamental Transaction” shall mean the Company, directly or indirectly, in one or more related transactions effects, complete or consummates, as applicable any (i) merger or consolidation of the Company with or into another person,

2







or (ii) reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (iii) sale, lease, license, assignment, transfer, conveyance or other disposition of 50% or more of its assets, (iv) purchase offer, tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (v) stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination).
Adjustments:
If there is any change in the number or kind of Shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of stock is substantially reduced as result of a spinoff or the Company’s payment of any extraordinary dividend or distribution, the kind and number of Shares covered by, or to be issued or issuable under, any outstanding Options and the price per share or the applicable market value of such Options shall be required to be equitably adjusted by the Company to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits such outstanding Options; provided, however, than any fractional shares resulting from such adjustment shall be eliminated. Any adjustments to outstanding Options shall be consistent with Section 409A of the Internal Revenue Code, to the extent applicable. The adjustments of Options hereunder shall include adjustment of Shares, Exercise Price, or other terms and conditions, as the Company deems appropriate so long as the Company acts in good faith and in a fair and reasonable manner. Any adjustments determined by the Company shall be final, binding and conclusive so long as the Company acts in good faith and in a fair and reasonable manner.
Amendments;    No amendment, modification or termination of your Options
Modification;    and/or Agreement shall materially impair your rights or obligations

3







Termination:    with respect to the Options and under this Stock Option Grant without your    consent.    
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by you surrendering the same, or in such denominations as may be requested by you (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
All Options delivered to you electronically with a scanned signature shall have the same force and effect as if they had been delivered in original signed form.
Upon the exercise of these Options, the fair market value per Share shall be equal to the closing price of the Shares on the day prior to such exercise. Exercise of these Options shall occur by your providing via email a readable .pdf or scan of the exercised Options with a properly completed and signed Notice of Exercise of Stock Option (as per Exhibit A) to the official Company email addresses of the Chief Executive Officer and the Chief Financial Officer of the Company at such time (currently those email addresses are: rcrystal@opiant.com and kpollack@opiant.com) and with a subject line of “Exercise of Options”.
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
OPIANT PHARMACEUTICALS, INC.


/s/ Dr. Gabrielle Silver        /s/ Kevin Pollack    
Kevin Pollack, Chief Financial Officer
 


4

Exhibit


Exhibit 10.31


OPIANT PHARMACEUTICALS, INC.
401 Wilshire Blvd., 12th Floor
Santa Monica, CA 90401

STOCK OPTION GRANT


Dear Ann MacDougall,

Opiant Pharmaceuticals, Inc. (the “Company”) has granted you options (the “Options”) to purchase common stock of the Company (the “Common Stock”) (with each share of Common Stock, a “Share”) as follows:
Board Approval Date:    April 1, 2016
Date of Grant:
May 17, 2016
Exercise Price per Share:
US$10.00, which shall be equal to or greater than the fair market value of a share of Common Stock on the Date of Grant.
Total Number of Shares Granted:
35,000
Method of Exercise:
Cashless exercise.
Type of Options:
Non-Qualified Stock Options
Expiration Date:
May 16, 2021
Termination Period:
Except as otherwise provided below, these Options may be exercised for a period of five (5) years from the Date of Grant. You are responsible for keeping track of these exercise periods following termination for any reason of your service relationship with the Company. The Company will not provide further notice of such periods.
Transferability:
These Options may not be transferred, except upon your death or as permitted by applicable laws and regulations.
Restriction on Exercise:
These Options may only be exercised between: (i) the date of their vesting as per the conditions set forth below; and (ii) the Expiration Date. Notwithstanding anything to the contrary contained in any agreement with the Company, it is an absolute condition of your right to exercise any Option that you be in full compliance with any other agreements between you and the Company, including without limitation any confidentiality agreements.
Vesting:
So long as you remain on the Board, the options shall vest as follows: 11,667 options shall vest upon the uplisting of Company to The NASDAQ Stock Market; 11,667 options shall vest upon the cumulative funding of Company of or in excess of five million dollars






Exhibit 10.31


(US$5,000,000) by institutional investors starting from May 5, 2016; and 11,666 options shall vest upon the first submission of a New Drug Application to the U.S. Food and Drug Administration for one of Company’s products by Company itself or a Company licensee.
Death:
Notwithstanding anything herein to the contrary, in the event of your death, all exercisable Options may be exercised by your estate (or as may otherwise be provided for by you) at any time prior to the expiration date of the term of the Options.

Fundamental Transaction:
Unless the Board shall reasonably determine otherwise in good faith, in the event that the Company effects a Fundamental Transaction (as defined below), any outstanding Options shall be fully exercisable regardless of the vesting and exercise schedule otherwise applicable to such Options. You shall have the right to receive the consideration per share receivable by other holders of shares of Common Stock as a result of such Fundamental Transaction. If holders of shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction with respect to the shares, then you shall be given the same choice.

Notwithstanding the foregoing, in the event of a Fundamental Transaction and if the Board may reasonably determine in good faith, the Options may be (i) honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by the Company or its affiliates or any successor entity in the Fundamental Transaction immediately following the Fundamental Transaction; provided that any such Alternative Award must provide you with (a) rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options and (b) substantially equivalent value to such Options (determined at the time of the Fundamental Transaction); or (ii) purchased by the Company by paying to you an amount of cash equal to the value of the remaining unexercised portion of the Options on the date of the consummation of such Fundamental Transaction to be determined by a reasonable method selected by the Board in good faith. In the event that a successor entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Options referring to the “Company” shall refer instead to the successor entity) the Company, such successor entity may exercise every right and power of the Company and shall assume all of the obligations of the Company under Options with the same effect as if such successor entity had been named as the Company therein.

For purposes of this provision, the term “Fundamental Transaction” shall mean the Company, directly or indirectly, in one or more related transactions effects, complete or consummates, as applicable any (i) merger or consolidation of the Company with or into another person,

2




Exhibit 10.31


or (ii) reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (iii) sale, lease, license, assignment, transfer, conveyance or other disposition of 50% or more of its assets, (iv) purchase offer, tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, or (v) stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination).
Adjustments:
If there is any change in the number or kind of Shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of stock is substantially reduced as result of a spinoff or the Company’s payment of any extraordinary dividend or distribution, the kind and number of Shares covered by, or to be issued or issuable under, any outstanding Options and the price per share or the applicable market value of such Options shall be required to be equitably adjusted by the Company to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits such outstanding Options; provided, however, than any fractional shares resulting from such adjustment shall be eliminated. Any adjustments to outstanding Options shall be consistent with Section 409A of the Internal Revenue Code, to the extent applicable. The adjustments of Options hereunder shall include adjustment of Shares, Exercise Price, or other terms and conditions, as the Company deems appropriate so long as the Company acts in good faith and in a fair and reasonable manner. Any adjustments determined by the Company shall be final, binding and conclusive so long as the Company acts in good faith and in a fair and reasonable manner.
Amendments;             No amendment, modification or termination of your Options
Modification;             and/or Agreement shall materially impair your rights or obligations

3




Exhibit 10.31


Termination:             with respect to the Options and under this Stock Option Grant without your consent.    
Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld.  Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by you surrendering the same, or in such denominations as may be requested by you (but not exceeding the number of Shares underlying the Options in these Options in the aggregate).  No service charge will be made for such registration or transfer, exchange or reissuance.
All Options delivered to you electronically with a scanned signature shall have the same force and effect as if they had been delivered in original signed form.
Upon the exercise of these Options, the fair market value per Share shall be equal to the closing price of the Shares on the day prior to such exercise. Exercise of these Options shall occur by your providing via email a readable .pdf or scan of the exercised Options with a properly completed and signed Notice of Exercise of Stock Option (as per Exhibit A) to the official Company email addresses of the Chief Executive Officer and the Chief Financial Officer of the Company at such time (currently those email addresses are: rcrystal@opiant.com and kpollack@opiant.com) and with a subject line of “Exercise of Options”.
By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options.
OPIANT PHARMACEUTICALS, INC.


/s/ Ann MacDougall        /s/ Kevin Pollack    
Kevin Pollack, Chief Financial Officer
 


4

pollackletterofappointme


 


 


 


 


 


 


 


 


 


 


 
Exhibit
Exhibit 10.41

Lightlake Therapeutics Inc.
96-98 Baker Street London, First Floor
W1U 6TJ, UK
November 12, 2014
Dear Mr. Arvind Agrawal,
Lightlake Therapeutics Inc., with offices located at 96-98 Baker Street, First Floor, London, W1U 6TJ, UK, a Nevada corporation (the "Company"), recognizes that you have been providing requested services on an ad hoc basis during 2014 without a formal engagement agreement in place. Accordingly, for your provision of these services, as per the terms of this letter agreement (the "Letter Agreement") the Company agrees to issue you compensation in the form of options (the "Options") to purchase 5,000,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock").
3,000,000 of the Options shall have an exercise price of $0.10 and 2,000,000 of the Options shall have an exercise price of $0.15. All of the Options shall be granted as of the date hereof The 3,000,000 Options with an exercise price of $0.10 shall vest at the end of each calendar quarter for the next twelve calendar quarters at a rate of 250,000 Options per calendar quarter. The 2,000,000 Options with an exercise price of $0.15 shall vest at the end of each calendar quarter for the next eleven calendar quarters at a rate of 166,666 Options per calendar quarter with 166,674 Options vesting at the end of the subsequent calendar quarter. The Options shall contain a cashless exercise provision and standard adjustment provisions with respect to stock splits, recapitalizations, change of control and fundamental transactions but shall not contain any anti-dilution or price protection. The Options shall have a five-year life from their date of grant and be non-transferable. The Options shall be in such form as attached hereto as Exhibit A. The Options shall be exercised as per a notice in such form as attached hereto as Exhibit B, which notice shall be mailed to the Company's then current official address listed in securities filings and also be sent to and received by both Company email addresses set forth at the bottom of this Letter Agreement. Upon your exercise of the Options, the fair market value per share of Common Stock shall be equal to the closing price of the Common Stock on the day prior to such exercise.
This Letter Agreement, together with any other documents incorporated herein by reference, and related exhibits and schedules, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
This Letter Agreement, may only be amended, modified or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to the Letter Agreement or, in the case of waiver, by the party or parties waiving compliance.




This Letter Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in New York in any legal suit, action or proceeding arising out of or based upon this Letter Agreement and/or the services and/or compensation provided hereunder.
If any term or provision of this Letter Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Letter Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
This Letter Agreement may be executed in multiple counterparts and by facsimile signature or by email of a PDF document, each of which shall be deemed an original and all of which together shall constitute one instrument.
If this Letter Agreement accurately sets forth our understanding, kindly execute the enclosed copy of this Letter Agreement and return it to the undersigned.
Very truly yours,
LIGHTLAKE THERAPEUTICS INC.
By: /s/ Kevin Pollack
Name: Kevin Pollack
Title: CFO
Address: 96-98 Baker Street, First Floor, London, W1U 6TJ, UK
Email Addresses (for electronic Notice): Both kevin.pollack@lightlaketherapeutics.com and roger.crystal@lightlaketherapeutics.com
ACCEPTED AND AGREED:
ARVIND AGRAWAL
By: /s/ Arvind Agrawal
Date: 12th November 2014
Tax Id. No.:
Email Address (for electronic Notice):





Exhibit
Exhibit 10.43

OPIANT PHARMACEUTICALS, INC.
401 Wilshire Blvd., 12
41 Floor
Santa Monica, CA 90401
Notice of Warrant Grant
Dear Brad Miles,
Pursuant to the Third Amendment to the Senior Advisor Agreement by and between you and Opiant Pharmaceuticals, Inc. (the "Company"), dated January 22. 2013 and amended on February 24, 2015, March 19, 2015 and March 13. 2017 (the "Third Amendment-) (collectively, the “Agreement”), the Company has granted you warrants (the "Warrants") to purchase common stock of the Company (the "Common Stock") (with each share of Common Stock, a "Share) as follows:

Board Approval Date:            March 11, 2017
Date of Grant:                March 13, 2017
Exercise Price per Share:
USS10.00, which shall be equal to or greater than the fair market value of a Share of Common Stock on the Date of Grant

Total Number of Shares Granted        45,000
Method of Exercise:            Cash exercise
Expiration Date:                March 12, 2020
Termination Period:
Except as otherwise provided below. these Warrants may be exercised for a period of three (3) years from the Date of Grant. You are responsible for keeping track of these exercise periods. The Company will not provide further notice of such periods.
Notwithstanding the foregoing. in the event that you are terminated by the Company for Cause pursuant to Article IV of the Third Amendment, then the Warrants shall expire on the day of such termination.
Transferability:
The Warrants are not transferable except that in the event of death the Warrants shall be transferrable to your estate.
Restriction on Exercise:
Your ability to exercise these Warrants is contingent on your and your officers, agents, and representatives keeping confidential information shared with you and your officers, agents and representatives confidential and complying with all applicable laws and regulations.
Vesting:
100% on March 13, 2017

These Warrants may only be exercised for cash.

Following receipt by the Company of evidence and/or an indemnity from you to the Company in a form reasonably satisfactory to the Company of the loss, destruction or mutilation of these Warrants or any certificates for representing the Shares underlying these Warrants and, in the event of mutilation, following the surrender and cancellation of such Warrants or stock certificate, the Company shall make and deliver replacement Warrants or stock certificate of like tenor and dated as of such cancellation, in lien of these Warrants or stock certificate, without any charge therefor. Any such replacement Warrants or stock certificates shall be subject to the same terms, conditions, and restrictions as these Warrants and any Shares underlying these Warrants. Proportionate adjustments shall automatically be made to both the Exercise Price and number of these Warrants in the event of a stock split, recapitalization, change of control and fundamental transaction. Upon the exercise of these Warrants, the fair market value per Share shall be equal to the closing price of the Shares on the day prior to such exercise.


Exhibit 10.43

Exercise of these Warrants shall occur by your: (i) surrendering the exercised Warrants at the principal office of the Company together with a properly completed and signed Notice of Exercise of Warrant (as per Exhibit B), and (ii) providing via email a readable .pdf or scan of all of the documentation set forth in (i) to the email addresses of the Chief Executive Officer, Chief Financial Officer and Controller (if the Company has a Controller at such time) of the Company at the time of such surrender (the current applicable email addresses being: rcrystal@opianicom and kpollack@opiantcom).
If only a portion of the Warrants are exercised as of a particular date, the number of Shares issued shall be rounded down to the nearest whole share. However, the number of Shares issued is rounded up to 100% on the final exercise date with respect to the Warrants.
These Warrants may be delivered to you electronically with a scanned signature, in which case they shall have the same effect and force as if they had been delivered in original signed form.
You shall not have any of the rights of a stockholder with respect to the Shares of Common Stock until such Shares have been issued to you upon the due exercise of the Warrants. No adjustment will be made for dividends or distributions or other rights for which the record date is prior to the date such Shares are issued.
This Notice may be amended from time to time by the Company in its discretion; provided, however, that this Notice may not be modified in a manner that would have a materially adverse effect on the Warrants or Shares as determined in the discretion of the Company except as provided in a written document signed by you and the Company.
This Notice and the Warrants granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Notice and the Warrants shall be administered, interpreted and construed in a manner consistent with this intent. Nothing in this Notice shall be construed as including any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the Warrants. Should any provision of this Notice be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, it may be modified and given effect, in the sole discretion of the Company and without requiring your consent, in such manner as the Company determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. The foregoing, however, shall not be construed as a guarantee or warranty by the Company of any particular tax effect to you.
Notwithstanding the foregoing, if at any time the Company determines that the delivery of Shares under this Notice is or may be unlawful under the laws of any applicable jurisdiction, or federal, state or foreign securities laws, the right to exercise the Warrants or receive Shares pursuant to the Warrants shall be suspended until the Company determines that such delivery is lawful. if at any time the Company determines that the delivery of Shares is or may violate the rules of the national securities exchange on which the shares are then listed for trade, the right to exercise the Warrants or receive Shares pursuant to the Warrants shall be suspended until the Company determines that such exercise or delivery would not violate such rules.

By your signature and the signature of the Company's representative below, you and the Company agree to the terms of these Warrants.


OPIANT PHARMACEUTICALS, INC.
/s/ Brad Miles                    /s/ Kevin Pollack
Brad Miles                    Kevin Pollack, Chief Financial Officer







Exhibit
Exhibit 23.2




CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated October 13, 2017 with respect to the audited consolidated financial statements of Opiant Pharmaceuticals, Inc. included in the Annual Report on Form 10K for the year ended July 31, 2017.


/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
November 27, 2017