Claritas Pharmaceuticals, Inc. (TSXV:CLAS) entered into a binding Letter of Intent to acquire Exclusive Worldwide Rights of R-107 from Salzman Group Israel, Salzman Group Pty. Ltd. and Salzman Group, Inc. for $20.1 million on April 14, 2021. Under the terms of the LOI, Claritas has agreed to provide the following compensation to Salzman in consideration for the PAH rights: (i) Upon execution of the definitive PAH License Agreement, Claritas will issue 26 million shares of Clarita's common stock to Salzman Group, Inc. Provided, however, that Claritas will not issue any common shares to Salzman Group, Inc. unless Salzman Group, Inc. and all affiliates certify that the issuance of such common shares will not cause Salzman Group, Inc. and its affiliates to beneficially own in excess of 19.99% of the Company’s outstanding shares of common stock. (ii) Claritas will pay cash license fees of $12,300 to Salzman Group Pty. Ltd. and $287,70 to Salzman Group Ltd. within 90 days of the execution of the definitive agreement. Claritas will also pay the following cash milestone payments and royalties on net sales to Salzman Group, Inc. Pulmonary Hypertension Milestones & Royalties: (a) $2 million on completion of Phase 3 registration study in the PAH indication (b) $2 million on submission of NDA to FDA in PAH indication (c) $5 million on FDA approval for the PAH indication (d) $5 million on EMEA approval for the PAH indication (e) $5 million on Japanese approval for the PAH indication (f) During the applicable term of any patent covering R-107 in the treatment of PAH, Claritas will pay to Salzman Group, Inc. a royalty of eight percent of the net sales for all R-107 products for the treatment of PAH. The Claritas expects that definitive agreements will be executed by May 15, 2021. Closing of the transaction is subject to receipt of all regulatory approvals, including approval of the TSX Venture Exchange.