Memorandum of Understanding for Dr. Dmitry Tsvelikhovsky with Yissum Research Development Company Hebrew University of Jerusalem Ltd. dated as of July 28, 2018

Exhibit 10.2

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (“MOU”) is made as of July 28, 2018 (the “Effective Date”), by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”), of the first part and Scopus BioPharma Israel Ltd., 22 Joseph Rivlin Street, Jerusalem ###-###-#### (the “Company”); of the second part (Yissum and the Company collectively the “Parties”; each of Yissum and the Company, individually, a “Party”).

WHEREAS, Yissum is interested in receiving funding and the Company is willing to fund the conduct of a feasibility study led by Dr. Dmitry Tsvelikhovsky (the “Researcher”) and his teams at the Hebrew University of Jerusalem (the “University”), for the project entitled “A New Synthesis Protocol for Cannabinoid Molecules” (the “Project”). The feasibility study will be carried out, under the Company’s sponsorship and supervision, by the Researcher and his teams at the University, in accordance with the study program set forth in Appendix A (the “Study”), annexed to this Agreement and forming an integral part of this MOU;

AND WHERAS, the Company wishes, subject to its sole discretion, to obtain a license to the Results (as such term is defined below) in the Field (as such term is defined below) in accordance with the agreed upon commercial terms set forth in Appendix B; and all subject to the terms and conditions of this MOU.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set out herein, and other good and valuable consideration, the Parties hereby agree as follows:

For the purpose of this section, “Net Proceeds” means royalties, sublicense consideration or license milestone consideration actually received by Yissum in respect of such license with a third party (excluding payments for the supply of services or materials or for patent expenses) after deduction of: (a) all costs, fees and expenses incurred by Yissum in connection with such license (including patent costs not reimbursed as aforesaid, all out-of-pocket attorney’s fees and expenses and other direct costs and expenses in connection with the negotiation and execution of such license); and (b) amounts, if any, required by Yissum to pay governmental or regulatory authorities (including the Israel Innovation Authority) by virtue of any funding, support or assistance received via programs or collaborations, unless Yissum has already been reimbursed for such governmental/regulatory authority payments by the third party licensee.

Yissum Research Development Company of the Hebrew University of Jerusalem Ltd., POB 39135, Jerusalem 91390, Israel, Attn: Ariela Markel.

Scopus BioPharma Israel Ltd., c/o Scopus BioPharma Inc., 420 Lexington Avenue, Suite 300, New York, New York 10170, Attn: Robert J. Gibson.

or such other address furnished in accordance with the aforesaid by one Party to the other. Any notice sent as aforesaid shall be deemed to have been received 4 days after being posted by registered mail, or 1 day after personal service, as the case may be.

IN WITNESS WHEREOF, the Parties have caused this MOU to be executed by their duly authorized representatives effective as of the date set forth above.

I the undersigned, Dr. Dmitry Tsvelikhovsky, have reviewed, am familiar with and agree to all of the above terms and conditions. I hereby undertake to cooperate fully with Yissum in order to ensure its ability to fulfill its obligations hereunder, as set forth herein.

Appendix A

Study Program

LINE – 1: Synthesis of new derivatives of CBG and THCV

Aims:

Milestones:

Project execution: The laboratory of synthetic medicinal chemistry at the School of Pharmacy HUJI.

The space consists of a total of ~80 square meters. The lab space includes:

1. Six chemical fume hoods (each equipped with Schlenk-line system); 2. Chromatography setup: GC (equipped with FID detector) and ISQ EI-Single Quadruple Mass Spectrometer; 3. Inert atmosphere workstation: Glove box and Solvent Purification System; 4. Chemical refrigerators; 5. Rotovapors; 6. Balances; 7. Oven; 8. Desiccators, etc.

Manpower: 1 Postdoc

Projected duration[              ]

Synthetic Flow: 1 ® 2a+2b (separation + purification); 2b ® 3 (purification); 4 + 5 ® 6 (purification); Deprotection of 6 (purification); 3 + 6 ® THCV (purification).

Known derivatives of THCV

Two types of derivatization strategies will be applied: a) post-synthetic modification (the synthesized THCV will be employed for further structural changes), and b) in-sequence modification, where modified starting materials (building blocks) [                                              ]

Overall: 7-10 new compounds are proposed

Flow: 11 + 12 ® CBG (purification)

The protection-deprotection of 11 and 13 might be required:

The derivatization of CBG will be performed using post-synthetic strategy.

Two derivatives [                            ] will be prepared as demonstrated below:

Overall: 2-4 new compounds are proposed

Request for 50% upon signing and additional half way 50% after 3 months.

LINE – 2: Fusion of the CBD molecule with market drugs [                                           ]

Aim:

Milestones:

The solubility of the newly designed “super-drugs” might be affected due to the significant molecular weight enrichment. Some manipulations (integration of [                                     ] might be required. Such post-synthetic reconstructions/additions will be readily carried out once a desired complex architectures are obtained and tested for solubility.

Manpower: 2 Postdoc

Projected duration: [              ]

Two types of coupling strategies will be applied: C-O bond formation (Pd or Cu catalysts will be used), and C-C bond formation, where [                  ] molecule will undergo Heck cross-coupling reaction with CBD under Pd-Base conditions.

Structural modifications of [                 ] will be performed (as shown below) prior to it’s fusion with CBD

Request for 50% upon signing and additional half way 50% after 6 months.

Appendix B

With respect to sales of Products by the Company/affiliates [       ] royalties from Net Sales of Products by the Company or its Affiliates (as such terms shall be defined in the License Agreement) (“Company Royalties”), for a period ending with the earlier of (i) [         ] from the First Commercial Sale or (ii) the expiration of any Yissum patent licensed to the Company for such product.