Amendment No. 2 to Assignment and Assumption Agreement (U.S. GVHD Sublicense and Skincare), dated October 2, 2020, by and among Tikkun Pharma, Inc., Jay Pharma Inc. and TO Pharmaceuticals USA LLC

Exhibit 10.13

SECOND AMENDMENT TO THE

ASSIGNMENT AND ASSUMPTION AGREEMENT (U.S.)

THIS SECOND AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT (U.S.) (this “Amendment”) is made and entered into as of October 2, 2020, by and among Jay Pharma Inc., a Canada corporation (“Company”), Tikkun Pharma, Inc., a Delaware corporation (“TP”), and TO Pharmaceuticals USA LLC, a Delaware limited liability company (“TOP”), and amends that certain Assignment and Assumption Agreement, dated as of January 10, 2020 (the “Assignment and Assumption Agreement”), by and among Company, TP and TOP, as amended by that certain First Amendment to the Assignment and Assumption Agreement (U.S.), dated as of August 12, 2020 (the “First Amendment” and, together with the Assignment and Assumption Agreement, the “Agreement”). Capitalized terms used but not defined herein have their respective meanings set forth in the Agreement.

1. Amendments. In accordance with the terms and conditions of the Agreement, the Agreement shall be amended as follows, effective as of the date hereof:

“WHEREAS, TP has previously entered into that certain Amended and Restated Sublicense Agreement (U.S.) dated January 12, 2018 (as amended by that certain First Amendment dated January 10, 2020, the “Sublicense”), pursuant to which TOP sublicensed to TP certain rights in-licensed from Tikun Olam, Ltd., an Israeli corporation with registration number ###-###-####;

WHEREAS, in exchange for certain equity consideration as further described herein, TP wishes to transfer and assign to JP, and JP wishes to receive and assume from TP, (i) any and all of TP’s rights and responsibilities under the Sublicense; and (ii) the skincare business developed under Sarah Dakar and/or Michael Indursky, including without limitation all related tradenames, knowledge, formulations, documentation, confidential information, customer and supplier lists, and packaging, and any trademarks, patents, copyrights, trade secrets, or other intellectual property relating to any of the foregoing (collectively, the “Skincare Business”); and

WHEREAS, JP has entered into a Securities Purchase Agreement, dated as of the date hereof (the “SPA”), with certain other parties signatory thereto and it is the express intention of the parties hereto that the transactions contemplated hereby will be consummated upon the satisfaction of the conditions to the closing of transactions contemplated by the SPA.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:”

“5.1 Definition of Effective Date. For purposes of this Agreement, “Effective Date” means the date the Second Amendment to this Agreement is executed by the parties. For the avoidance of doubt, in all cases, the Effective Date shall be deemed to have occurred prior to the consummation of the SPA. If the consummation of the SPA has not occurred by January 1, 2021, any party hereto may terminate this agreement by delivering written notice to the other parties.” 

2. Effect of Amendment. Except as specifically set forth in this Amendment, all of the terms, provisions, representations, warranties, covenants and conditions contained in the Agreement shall remain unmodified and unwaived by the terms of this Amendment, and shall remain in full force and effect in accordance with their respective terms, and are hereby ratified, approved and confirmed in all respects. This Amendment shall not constitute any party’s consent or indicate its willingness to consent to any other amendment, modification or waiver of the Agreement, the schedules thereto or any instruments or agreements referred to herein or therein. This Amendment is supplemental to the Agreement and does, and shall be deemed to, form a part of, and shall be construed in connection with and as a part of, the Agreement for any and all purposes.

3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute one and the same instrument. Facsimile or pdf copies of original signatures shall be as effective as originals.

[Signature Pages Follow]

IN WITNESS WHEREOF the parties have executed this Amendment as of the date first written above.

TO PHARMACEUTICALS USA LLC

By: TO Pharmaceuticals LLC, its manager

By: TO Holding Group LLC, its manager

By: TO Global LLC, its manager

Signature Page to

Second Amendment to the Assignment and Assumption Agreement (U.S.)