"On October 23, 2018, the Company entered into Amendment No. 2 to the license agreement by and between Amarantus Bioscience Holdings, Inc. and PGI Drug Discovery LLC (‘PGI’), which relates to the development of eltoprazine (the “Elto License”). Amendment No. 2 was entered into as part of a settlement agreement between the Company and PGI (the “Elto Settlement”), resulting from a dispute between PGI and Amarantus (the “Elto Termination Complaint”). The Elto Termination Complaint was the result of a disagreement between the Company and PGI regarding the Company’s compliance with the terms of the Elto License and related agreements.

On October 31st, 2018, PGI confirmed it would file the notice of dismissal of the Elto Termination Complaint.
The primary terms of the Elto Settlement are as follows:

1. Amarantus caused $100,000 to be delivered to PGI on October 25, 2018 in exchange for eltoprazine-
related research data provided by PGI;
2. Amarantus assigned all rights, title and interest to eltoprazine, including licenses, patents and related
intellectual property, to the Company’s subsidiary Elto Pharma, Inc.;
3. Amarantus assigned 40% of the common shares it owned in Elto Pharma to PGI;
4. All liens related to the eltoprazine intellectual property were rescinded by the Company’s secured
debtors;
5. Amarantus agreed to pay $1,000,000 to PGI upon receipt of funds from a 3rd party
biopharmaceutical company with which the Company agreed to merge its Elto Pharma subsidiary into that
is preparing to conduct an initial public offering on the Hong Kong Stock Exchange (the “Merger”);

a. Such Merger must be completed by December 15th, 2018;
b. Upon the Merger, a minimum of $6,000,000 of dedicated funds must be raised to advance
eltoprazine into Phase 2b human trials by April 23rd, 2018;
6. PGI may terminate the Elto License for certain breaches, including failure to complete the merger
by December 15th, 2018."

Well, that's Interesting!

Aloha