EXHIBIT 10.1







 


 


Letter Agreement


 


This Letter Agreement is by and between Capstone Therapeutics
Corp., a Delaware corporation, having its principal business at 1275 West Washington Street, Suite 104, Tempe, AZ 85281 ("Capstone"),
its joint venture, LipimetiX Development, Inc., a Delaware corporation, having its principal business at 5 Commonwealth Road, Suite
2a, Natick, MA 01760 ("LipimetiX"), and Biotechnology Value Fund, L.P., Biotechnology
Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., Investment 10, LLC, and MSI BVF SPV, LLC. (the "BVF Parties").


 


 


Re: Securities Purchase Agreement dated as of December 11, 2015 by
and among Capstone Therapeutics Corp. and Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value
Trading Fund OS, L.P., Investment 10, LLC, and MSI BVF SPV, LLC.


 


Ladies and Gentlemen:


 


Please refer to the above Securities Purchase Agreement (the "Agreement").


 


Capitalized terms used in this letter agreement without definition
shall have the meanings set forth herein.


 


By execution of this letter agreement below, each of the undersigned
BVF Parties agrees as follows:


 


1.       Extension of Maturity
Date. The Maturity Date shall be extended by 45 days to June 15, 2017.


 


Except as expressly modified hereby, the Agreement shall remain in full force
and effect.


 


This letter agreement shall be governed by and construed under the
laws of the State of California as applied to agreements among California residents, made and to be performed entirely within
the State of California. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Any signature page delivered electronically or by facsimile
(including without limitation transmission by .pdf) shall be binding to the same extent as an original signature page. Any party
who delivers such a signature page agrees to later deliver an original counterpart to the other party if so requested.


 


Please confirm your agreement hereto by executing the acknowledgement
and agreement below and returning it to the undersigned via email or fax.


 


Kind regards,


 





	Capstone Therapeutics Corp.	 	LipimetiX Development, InC.
	 	 	 	 	 
	By:  	/s/ John M. Holliman	 	By:  	/s/ John M. Holliman
	Name:  	John M. Holliman	 	 	John M. Holliman
	Title: 	Executive Chairman	 	 	Executive Chairman
	 	 	 



 


 






     


     

    

EXHIBIT 10.1


 


 


ACKNOWLEDGED AND AGREED, as of this 28th day of April 2017:


 


 


 


	 	 	Biotechnology Value Fund, L.P.
	 	 	By: BVF, Inc., General Partner
	 	 	 
	 	 	By: /s/ Mark Lampert

	 	 	Name: Mark Lampert
	 	 	Title: President
	 	 	 
	 	 	 
	 	 	Biotechnology Value Fund II, L.P.
	 	 	By: BVF, Inc., General Partner
	 	 	 
	 	 	By: /s/ Mark Lampert
	 	 	Name: Mark Lampert
	 	 	Title: President
	 	 	 
	 	 	 
	 	 	Investment 10, LLC
	 	 	By: BVF, Inc., attorney-in-fact
	 	 	 
	 	 	By: /s/ Mark Lampert
	 	 	Name: Mark Lampert
	 	 	Title: President
	 	 	 
	 	 	 
	 	 	MSI BVF SPV, LLC
	 	 	By: BVF, Inc., attorney-in-fact
	 	 	 
	 	 	By: /s/ Mark Lampert
	 	 	Name: Mark Lampert
	 	 	Title: President
	 	 	 
	 	 	 
	 	 	Biotechnology Value Trading
	 	 	Fund OS, L.P.
	 	 	By: BVF Partners OS, Ltd.,
	 	 	General Partner
	 	 	By: BVF Partners L.P.,
	 	 	Managing Member
	 	 	By: BVF, Inc., General Partner
	 	 	 
	 	 	By: /s/ Mark Lampert
	 	 	Name: Mark Lampert
	 	 	Title: President