Exhibit






Exhibit 10.1
Amendment Agreement
This Amendment Agreement (this "Agreement"), dated as of May 1, 2017, is made by and JGB (Cayman) Newton Ltd. (the "Holder") in favor of Galena Biopharma, Inc., a Delaware corporation (the "Company").  
WHEREAS, the Holder and the Company have entered into a Securities Purchase Agreement dated as of May 10, 2016 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the "Securities Purchase Agreement"), whereby the Company issued and sold to the Holder, and the Holder purchased from the Company, a 9% Original Issue Discount Senior Secured Convertible Debenture in the original principal amount of $25,350,000 (as amended and restated on August 22, 2016, and as subsequently amended on December 14, 2016, the “Debenture”);
WHEREAS, the Company’s obligations under the Debenture and the other Transaction Documents (as defined in the Securities Purchase Agreement) are unconditionally guaranteed by each of the entities executing this Agreement as a guarantor (collectively, the “Guarantors” and each a “Guarantor”) pursuant to a subsidiary guaranty dated May 10, 2016 (the “Subsidiary Guaranty”);
WHEREAS, as security for all of the indebtedness and obligations due to Holders under the Debenture and the other Transaction Documents (collectively, the "Obligations"), Company and the Guarantors executed and delivered to JGB Collateral, LLC, as security agent for the Holder (the “Agent”), a Security Agreement dated as of May 10, 2016 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the "Security Agreement"), granting to the Agent on behalf of Holder a security interest in the collateral, as defined in the Security Agreement (the "Collateral"); and
WHEREAS, satisfaction of the Equity Conditions (as defined in the Debenture) requires among other things that the VWAP (as defined in the Debenture) for the Common Stock shall be at least $4.00 per share pursuant to paragraph (i) of the definition of “Equity Conditions” set forth in Section 1 of the Debenture (the “Price Floor”); provided, however, that the Price Floor may be waived by the Holder at its option;
WHEREAS, the NASDAQ Stock Market (“NASDAQ”) has requested that the parties enter into agreement to provide that any waiver of the Price Floor may not result in the Stock Payment Price being less than $0.35 per share;
WHEREAS, the Holder is willing to enter into the agreement requested by NASDAQ no the terms and conditions set forth herein.  
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:







1.Definitions. Capitalized terms used and not defined in this Agreement shall have the respective meanings given them in the Debenture.
2.Company and Guarantor Acknowledgments. The Company and the Guarantors acknowledge and agree that: 
1.Transaction Documents. The Debenture, the Securities Purchase Agreement, the Subsidiary Guaranty, the Security Agreement, the Waiver dated December 14, 2016, the Waiver dated April 1, 2017, this Agreement, the other Transaction Documents and all other agreements, instruments and other documents executed in connection with or relating thereto (collectively, the "Debenture Documents") are legal, valid, binding and enforceable against the Company and Guarantors in accordance with their terms. 
2.Obligations. The respective obligations of the Company and the Guarantors under the Debenture Documents are not subject to any setoff, deduction, claim, counterclaim or defenses of any kind or character whatsoever.
3.Collateral. The Agent (on behalf of the Holder) has valid, enforceable and perfected first priority security interests in and liens on the Collateral (as defined in the Security Agreement), as to which there are no setoffs, deductions, claims, counterclaims or defenses of any kind or character whatsoever.  Nothing contained herein shall impair or limit the continuation of the Agent’s liens and security interests in the Collateral or the continued perfection or priority thereof.  
4.Holder Conduct. The Holder and the Agent have fully and timely performed all of its obligations and duties in compliance with the Debenture Documents and applicable law, and has acted reasonably, in good faith and appropriately under the circumstances.
3.Agreement.  For purposes of Section 2(a) of the Debenture and Section 4(a) of the Debenture, the Holder and the Company hereby agree that the Holder may, from time to time, at the Holder’s option waive the Price Floor (for such number of Trading Days as the Holder determines); provided, however, the Holder cannot waive the Price Floor to the extent that the resulting Stock Payment Price would be less than $0.35 per share as a result of any such waiver. For the avoidance of doubt, in the event of any Equity Conditions Failure that is not, or cannot be as a result of this Agreement, waived by the Holder, the Company shall honor the Holder Redemption Amounts in cash or, at the Company’s election, with the prior written consent of the Holder, deliver aggregate consideration in shares of Common Stock and cash in satisfaction of the applicable Holder Redemption Amount as follows:  (i) the number of shares of Common Stock equal to the quotient obtained by dividing such Holder Redemption Amount and $0.35 (each such share having a deemed value per share at the Stock Payment Price that would have been in effect but for the minimum Stock Payment Price condition of $0.35 per share set forth herein) and (ii) cash equal to the difference between the Holder Redemption Amount and the aggregate deemed value of the shares of Common Stock delivered in clause (i).  For example, if the applicable Holder Redemption Amount is $100,000 and the Stock Payment Price would be $0.25 per share but for the provisions of this Agreement, then the Company shall issue 285,715 shares of common stock to the Holder and pay to the Holder an amount in cash equal to $28,571.43.
4.Limitation of Agreement. The Agreement set forth above shall be limited precisely as written and relates solely to clause (i) of the definition of “Equity Conditions” set forth in Section 1 of the Debenture, Section 2(a) of the Debenture and Section 4(a) of the Debenture 







in the manner and to the extent described above and nothing in this Agreement shall be deemed to:
(a)constitute a waiver of compliance by the Company or any Guarantor with respect to any term, provision or condition of the Debenture or any other Debenture Document, or any other instrument or agreement referred to therein; or
(b)prejudice any right or remedy that the Holder at any time under the Debenture may now have or may have in the future under or in connection with the Debenture or any other Debenture Document, or any other instrument or agreement referred to therein.
5.No Modification.  Except as expressly set forth herein, nothing contained in this Agreement shall be deemed or construed to amend, supplement or modify the Debenture or any other Debenture Documents or otherwise affect the rights and obligations of any party thereto, all of which remain in full force and effect.  
6.Representations, Warranties and Covenants.  The Company and each Guarantor represents and warrants to the Holder that, as of the date hereof that (i) no Event of Default under the Debenture has occurred or is continuing, (2) the Company and each Guarantor has complied in all material respects with their respective obligations under the Debenture Documents, and (3) the Company’s execution and delivery of this Agreement does not conflict with, and will not result in a default or violation under, any other agreement or instrument to which the Company or any Guarantor is a party.
7.Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the Company, each Guarantor and the Holder, and each of their respective successors and assigns. 
8.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.  The parties agree that the state and federal courts located in New York County, New York shall have exclusive jurisdiction over any action, proceeding or dispute arising out of this Agreement and the parties submit to the personal jurisdiction of such courts.
9.Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Agreement by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.
10.Expense Reimbursement.  The Company will reimburse Holder’s expenses in connection with this Agreement in an amount equal to $2,000.
11.Disclosure.  The Company confirms that neither it nor any other person or entity acting on its behalf has provided Holder or its counsel with any information that constitutes or might constitute material, nonpublic information.  The Company shall disclose the material terms of this Agreement pursuant to Item 8.01 of Form 8-K by not later than 5 p.m. (local time in New York, New York) on the date hereof. 

















IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


	
		
	



	Galena Biopharma, Inc., as Company

	 
	

By    /s/Stephen F. Ghiglieri      
Name: Stephen F. Ghiglieri
Title: Interim Chief Executive  Officer
Apthera, Inc., as Guarantor




By    /s/Stephen F. Ghiglieri      
Name: Stephen F. Ghiglieri
Title: Interim Chief Executive Officer


Mills Pharmaceuticals, LLC, as Guarantor




By    /s/Stephen F. Ghiglieri      
Name: Stephen F. Ghiglieri
Title: Interim Chief Executive Officer













	
		
	 
	

JGB (Cayman) Newton Ltd., as Holder

	 
	

By    /s/Brett Cohen      
Name: Brett Cohen
Title: President


JGB Collateral LLC, as Agent




By    /s/Brett Cohen      
Name: Brett Cohen
Title: President