exhibit 10. 1 license termination and settlement agreement this license termination and settlement agreement ( “ ltsa ” ) is entered between michael tempesta ( “ tempesta ” ), an individual, and jaguar health, inc. and its affiliate napo pharmaceuticals, inc., as well as their predecessors ( collectively, “ jaguar ” ). together tempesta and jaguar are referred to hereinafter as “ the parties. ” whereas on february 8, 1990 tempesta entered into a license agreement ( “ 1990 license ” ) with shaman pharmaceuticals ( “ shaman ” ) related to a substance described therein as sp 303, and whereas napo pharmaceuticals ( “ napo ” ) is a successor - in interest to shaman, and whereas napo and tempesta entered into a modified license agreement on october 16, 2002, thereby terminating the 1990 license ( “ 2002 license ” ), and whereas napo is now wholly owned by jaguar health, inc. and jaguar has the relevant rights and responsibilities under the 1990 and 2002 license agreements ( “ license agreements ” ), and whereas tempesta commenced an audit of royalty payments made to him during the period from 2015 through the third quarter of 2018 ( “ audit ” ), an audit that is on - going, and whereas a dispute has arisen between tempesta and jaguar, and whereas jaguar contends that the license agreements are not enforceable and that all patent licenses and patents related to the license agreements expired before 2019 ( see brulette v thys and kimble v marvel entertainment ), and whereas tempesta contends that the license agreements are trade secret licenses since no patent or patent applications related to sp 303 were in existence at the time of the 1990 license agreement and shaman was not compelled by the agreement to seek any, and, therefore, it has not expired ( see e. g. warner - lambert v reynolds ), and whereas tempesta claims that brulette and kimble and related cases have no application to a license that was cancellable at the will of a licensee, and jaguar disagrees, and whereas tempesta claims that sp - 303 related patents other than the ones that list him as an inventor are and have been in force at relevant times and are a basis for non - expiration and that he should have listed him as an inventor on those patents in addition to his listing on the # # # - # # # - # # # # and # # # - # # # - # # # # patents, and