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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/04/17 Actinium Pharmaceuticals, Inc. 10-Q 6/30/17 60:3.8M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 369K
2: EX-10.1 Assignment and Consent Agreement, Dated June 6, HTML 37K
2017, Among 275 Madison Avenue Rpw 1 LLC, 275
Madison Avenue Rpw 2, LLC, Actinium
Pharmaceuticals, Inc. and Relmada Therapeutics,
Inc.
3: EX-10.3 Amended and Restated License Agreement, Dated June HTML 33K
8, 2017, Between Actinium Pharmaceuticals, Inc.
and Relmada Therapeutics, Inc.
4: EX-10.4 Offer Letter; Dated May 26, 2017, by and Between HTML 78K
Actinium Pharmaceuticals, Inc. and Dr. Nitya G.
Ray
5: EX-10.5 Amended and Restated At-The-Market Market Issuance HTML 251K
Sales Agreement, Dated July 3, 2017, Among Fbr
Capital Markets & Co., Jonestrading Institutional
Services LLC, and Mlv & Co. LLC.
6: EX-10.6 Agreement, Dated June 6, 2017, by and Between HTML 35K
Actinium Pharmaceuticals, Inc. and Sergio Traversa
7: EX-10.7 Consulting Agreement, Dated May 22, 2017, by and HTML 65K
Between Actinium Pharmaceuticals, Inc. and Dragan
Cicic
8: EX-10.8 Separation and Settlement Agreement, Dated May 12, HTML 60K
2017, by and Between Actinium Pharmaceuticals,
Inc. and Kaushik Dave
9: EX-10.9 Separation and Settlement Agreement, Dated May 12, HTML 57K
2017, by and Between Actinium Pharmaceuticals,
Inc. and Dragan Cicic
10: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 20K
13: EX-32.2 Certification -- §906 - SOA'02 HTML 20K
20: R1 Document and Entity Information HTML 40K
21: R2 Consolidated Balance Sheets (Unaudited) HTML 84K
22: R3 Consolidated Balance Sheets (Unaudited) HTML 37K
(Parenthetical)
23: R4 Consolidated Statements of Operations (Unaudited) HTML 53K
24: R5 Consolidated Statements of Cash Flows (Unaudited) HTML 83K
25: R6 Description of Business and Summary of Significant HTML 67K
Accounting Policies
26: R7 Related Party Transactions HTML 31K
27: R8 Prepaid Expenses and Other Current Assets HTML 26K
28: R9 Property and Equipment HTML 28K
29: R10 Derivatives HTML 47K
30: R11 Commitments and Contingencies HTML 56K
31: R12 Equity HTML 65K
32: R13 Subsequent Events HTML 24K
33: R14 Description of Business and Summary of Significant HTML 106K
Accounting Policies (Policies)
34: R15 Description of Business and Summary of Significant HTML 35K
Accounting Policies (Tables)
35: R16 Related Party Transactions (Tables) HTML 22K
36: R17 Prepaid Expenses and Other Current Assets (Tables) HTML 25K
37: R18 Property and Equipment (Tables) HTML 25K
38: R19 Derivatives (Tables) HTML 43K
39: R20 Commitments and Contingencies (Tables) HTML 30K
40: R21 Equity (Tables) HTML 44K
41: R22 Description of Business and Summary of Significant HTML 30K
Accounting Policies (Details)
42: R23 Description of Business and Summary of Significant HTML 27K
Accounting Policies (Details 1)
43: R24 Description of Business and Summary of Significant HTML 31K
Accounting Policies (Details Textual)
44: R25 Related Party Transactions (Details) HTML 25K
45: R26 Related Party Transactions (Details Textual) HTML 32K
46: R27 Prepaid Expenses and Other Current Assets HTML 30K
(Details)
47: R28 Property and Equipment (Details) HTML 34K
48: R29 Property and Equipment (Details Textual) HTML 22K
49: R30 Derivatives (Details) HTML 31K
50: R31 Derivatives (Details 1) HTML 49K
51: R32 Derivatives (Details Textual) HTML 30K
52: R33 Commitments and Contingencies (Details) HTML 39K
53: R34 Commitments and Contingencies (Details 1) HTML 35K
54: R35 Commitments and Contingencies (Details Textual) HTML 131K
55: R36 Equity (Details) HTML 69K
56: R37 Equity (Details Textual) HTML 108K
57: R38 Subsequent Events (Details) HTML 47K
59: XML IDEA XML File -- Filing Summary XML 92K
58: EXCEL IDEA Workbook of Financial Reports XLSX 47K
17: EX-101.INS XBRL Instance -- atnm-20170630 XML 744K
19: EX-101.CAL XBRL Calculations -- atnm-20170630_cal XML 87K
14: EX-101.DEF XBRL Definitions -- atnm-20170630_def XML 356K
15: EX-101.LAB XBRL Labels -- atnm-20170630_lab XML 883K
16: EX-101.PRE XBRL Presentations -- atnm-20170630_pre XML 566K
18: EX-101.SCH XBRL Schema -- atnm-20170630 XSD 126K
60: ZIP XBRL Zipped Folder -- 0001213900-17-008244-xbrl Zip 93K
Exhibit 10.3
AMENDED AND RESTATED LICENSE AGREEMENT
This Amended and Restated License Agreement (this “Agreement”) is entered on this 8th day of June, 2017, between Relmada Therapeutics, Inc., a Nevada corporation (“Relmada”), and Actinium Pharmaceuticals, Inc., a Delaware corporation (“Actinium”), with respect to the office space (the “Premises”) located on the 7th floor of the office building located at 275 Madison Avenue, New York, New York (“the Building”), upon and subject to the following terms and conditions:
This Agreement amends and restates in its entirety that certain Office Space License Agreement, dated as of March 10, 2016 and effective as of January 1, 2016, between Relmada and Actinium (the “Original Agreement”) for office space within the Premises. This Agreement is intended to and does completely amend and restate the Original Agreement.
A. As of the date hereof, Relmada and Actinium have entered into an Assignment and Assumption Agreement (the “Assignment and Assumption”) pursuant to which Actinium will occupy the entire Premises in accordance with the terms thereof and assume Relmada’s obligations under that certain Lease, dated June 9, 2015, (the “Lease”) between 275 Madison Avenue RPW 1 LLC and 275 Madison Avenue RPW 2 LLC RPW (as successor in interest to GP 275 Owner, LLC) and Relmada, among other things.
B. Relmada and Actinium desire to amend and restate the Original Agreement with respect to Actinium’s occupancy of the Client Area (as defined under the Original Agreement”), to reflect Actinium’s continued license to use the furniture, fixtures, equipment and tenant improvements (collectively, “FFE”) located in the Premises.
NOW THEREFORE, in consideration of the License Fee (as hereinafter defined) to be paid, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. License to Use: (a) Relmada hereby grants Actinium the license to use the FFE that is located in the Premises, a schedule of which is attached hereto as Exhibit A, for a period of time that shall be coterminous with the Lease (the “Term”). For the duration of the Term, Actinium shall pay Relmada the amount of $7,529.00 per month (the “Licensee Fee”) on the first calendar day of each month.
(b) This FFE use license is granted, and Actinium hereby accepts such license, on an “AS-IS, WITH ALL FAULTS” basis, without recourse, representation or warranty of any kind or nature, express or implied, including without limitation, habitability, merchantability or fitness for a particular purpose.
(c) During the Term, Actinium, at its sole cost and expense, shall keep and maintain the FFE, in a good state of repair, normal wear and tear excepted, and shall be responsible for replacement and/or repair of any FFE which is not returned because it is damaged, lost or stolen. Actinium shall not remove any of the FFE from the Premises without prior written approval of Relmada. Relmada shall be granted access to the Premises at reasonable times, upon advance written notice for the purposes of inspecting the FFE. Relmada shall have no obligation to repair, maintain or insure any of the FFE. Actinium, at its sole cost and expense, shall insure the FFE (and name Relmada as additional insured) for its full replacement value.
C:
(d) At the expiration or earlier termination of Term, the FFE shall be returned and surrendered to Relmada, at such location as designated by Relmada, in good condition and repair, reasonable wear and tear excepted.
(e) Actinium shall not have the right to and shall not (i) remove the FFE from the Premises or modify the FFE in any way, or (ii) pledge or encumber any of the FFE in any way.
2. Right to Purchase: Actinium shall have at any time during the Term of this Agreement the right to purchase the FFE by delivering written notice of such intent to Relmada together with a tender of payment of a purchase price equal to the FFE Consideration (as hereinafter defined). The purchase contemplated by the previous sentence will be effected by the execution and delivery by the parties of a Bill of Sale in form and substance mutually acceptable to both parties. “FFE Consideration” shall mean $ 496,909.00 less any License Fee(s) previously paid by Actinium.
3. Termination of License to use “Client Area” (as defined in the Original Agreement): Upon the execution by both parties of the Assignment and Assumption, the Original Agreement shall be deemed terminated as relating to Actinium’s occupancy of the Client Area, except for any covenant, term, condition or agreement to be complied with or performed by Actinium under the Original Agreement prior to the date hereof, which shall be deemed to survive.
4. Default: Each of the following shall constitute a “Default” by Actinium:
(a) The failure of Actinium to pay any sum when due, and such failure continues for a period of five (5) days thereafter.
(b) Actinium shall become insolvent or unable to pay its debts as they become due, or Actinium notifies Relmada that it anticipates either condition; or Actinium files a petition under any section or chapter of the United States Bankruptcy Code, as amended from time to time; or a petition shall be filed against Actinium under such statute or Actinium notifies Relmada that it knows such a petition will be filed and such petition is not withdrawn or dismissed within sixty (60) days of filing; or a receiver or trustee is appointed to take possession of substantially all of Actinium’s assets located at the Premises or of Actinium’s interest in this Agreement is legally attached or seized.
(c) Actinium shall fail to perform, in whole or in part, any of the other obligations under this Agreement and such failure or non-performance continues for a period of five (5) days after written notice thereof has been given by Relmada.
5. Remedies - Termination: (a) If a Default occurs, then at any time thereafter, prior to the curing thereof, Actinium shall be deemed to have automatically exercised its right to purchase the FFE pursuant to Section 2 hereof and the FFE Consideration shall be immediately due and payable, and Relmada may exercise any and all rights and remedies available to Relmada, with or without notice of demand, under this Agreement, at law, or in equity, to recover and collect the FFE Consideration and/or to terminate this Agreement.
(b) Actinium shall pay all reasonable attorney and other fees, expenses and costs incurred by Relmada in protecting its rights under this Agreement and/or for any action taken by Relmada to collect any amounts due by Actinium under this Agreement.
C:
| C: 2 |
6. Indemnification: Actinium covenants and agrees to indemnify and hold Relmada harmless from and against any and all losses, damages, costs, charges, counsel fees and other expenses of every nature and character whatsoever which may be incurred by Relmada by reason of Actinium's use of the FFE and by reason of Actinium’s failure to comply or perform any covenant, term, condition, or agreement in this Agreement to be complied with or performed by Actinium.
7. Entire Agreement: This Agreement, including all Exhibit(s) attached hereto (which Exhibit(s) are hereby incorporated herein and shall constitute a portion hereof), contains the entire agreement between Relmada and Actinium with respect to the subject matter hereof.
8. Severability: It is the intention of the parties hereto that if any provision of this Agreement is capable of two constructions, one of which would render the provision invalid and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to other persons or circumstances, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
9. Counterparts: This Agreement may be executed in any number of separate counterparts, all of which counterparts taken together shall constitute the entirety of this Agreement.
IN WITNESS WHEREOF, Relmada and Actinium have executed this Agreement as of the date first above written.
| RELMADA THERAPEUTICS, INC. | ||
| By: | /s/ Sergio Traversa | |
| Name: | Sergio Traversa | |
| Title: | Chief Executive Officer | |
| ACTINIUM THERAPEUTICS, INC. | ||
| By: | /s/ Steve O’Loughlin | |
| Name: | Steve O’Loughlin | |
| Title: | Principal financial Officer | |
C:
| 3 |
EXHIBIT A
ITEMIZED INVENTORY OF FFE
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/4/17 | 4, SC 13G | ||
| For Period end: | 6/30/17 | |||
| 3/10/16 | ||||
| 1/1/16 | ||||
| 6/9/15 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/25/22 Actinium Pharmaceuticals, Inc. 10-K 12/31/21 56:4.2M EdgarAgents LLC/FA 3/31/21 Actinium Pharmaceuticals, Inc. 10-K 12/31/20 56:3.5M EdgarAgents LLC/FA |