Exhibit
10.16


 


Third
Amendment to Employment Agreement


 


WHEREAS,
MYMD Pharmaceuticals. Inc (the “Company”) and Chris Chapman, MD (“Employee”) (collectively “the Parties”)
entered into an Employment Agreement dated November 1, 2020 and first amended on December 18, 2020 and second amended on January 8, 2021
(“Agreement”); and


 


WHEREAS,
for good and valuable consideration the Parties hereby amend the Agreement as follows:


 


Exhibit
“B” is replaced with Exhibit “B” appended hereto.


 


	 	MYMD
    Pharmaceuticals, Inc.
	 	 
	 	/s/
    James A. McNulty
	 	By:
    James A. McNulty, CEO 
	 	 
	 	Date:
    2/11/21
	 	 
	 	/s/
    Chris Chapman, M.D.
	 	Chris
    Chapman, MD
	 	 
	 	Date:
    Feb. 10, 2021


 




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EXHIBIT
“B”


 


Bonus
Compensation


 


The
following Bonus Compensation shall be paid to Employee within thirty (30) calendar days following the completion of each of the following
Bonus Events that are accomplished by MyMD-1 during the Term of Employment.


 


		1)	Bonus
                                            Compensation of $100,000 cash to be paid in lump-sum cash upon the completion of the following
                                            Bonus Event: dosing of the first patient with MyMD-1 in the first MyMD-1 Phase 2 clinical
                                            trial which can be for any disease indication other than COVID-19; a clinical trial for depression
                                            involving patients who have COVID-19 would quality as a disease indication other than COVID-19.



 


		2)	Bonus
                                            Compensation of $100,000 cash to be paid in lump-sum cash upon the completion of the following
                                            Bonus Event: public announcement of positive results from the first MyMD-1 Phase 2 clinical
                                            trial which can be for any disease indication other than COVID-19;



 


		3)	Bonus
                                            Compensation of $100,000 cash to be paid in lump-sum cash upon the completion of each of
                                            the following Bonus Events: public announcement of positive results from each MyMD-1 Phase
                                            2 clinical trial following the initial Phase 2 clinical trial described in #2 above (to a
                                            maximum of five (5) additional Phase 2 clinical trials) which can be for any disease indication
                                            other than COVID-19;



 


		4)	Bonus
                                            Compensation of $200,000 cash to be paid in lump-sum cash upon the completion of the following
                                            Bonus Event: public announcement of positive results from the initial MyMD-1 Phase 3 clinical
                                            trial in COVID-19;



 


		5)	Bonus
                                            Compensation of $100,000 cash to be paid in lump-sum cash upon the completion of the following
                                            Bonus Event: the establishment of a formal relationship with the National Institutes of Health
                                            (NIH) to advance, participation in and/or support a MyMD-1 clinical trial provided that the
                                            nature and/or extent of the NIH relationship is satisfactory in the discretion of the Company’s
                                            Board of Directors;



 


		6)	Bonus
                                            Compensation of $200,000 cash to be paid in lump-sum cash upon the completion of the following
                                            Bonus Event: public announcement of FDA and/or EMA approval of an IND for SUPERA-1R for Human
                                            Clinical Trials.



 


		7)	Such
                                            additional Bonus Compensation as may be determined in the discretion of the Company’s
                                            Board of Directors, including at its annual review of Employee’s compensation.



 




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