Exhibit 10.1


 


Amendment N3


 


to


 


Master Service Agreement dated August
16, 2010 by and between Adherex Technologies, Inc. and OCT Group, LLC


 


	New York	June __, 2012


 


Adherex Technologies, Inc., having its
Registered Office at 68 TW Alexander Drive, Research Triangle Park, NC  27709 (hereinafter referred to as "Adherex "), on the one
side, in person of the CEO Rosty Raykov,


 


and


 


OCT Group, LLC, having its principal office
at 845 Third Avenue, 6th Floor, New York, NY, 10022, USA, hereinafter referred to as ‘’OCT’’,
in person of the President Dmitry Sharov, on the other side,


 


collectively referred to as “Parties”,


 


concluded this Amendment # 3  to
the Master Service Agreement dated August 16, 2010 (MSA) together with its Exhibits and Amendments, due to the changes
in the scope of services required by Adherex from OCT.


 


The Parties agree on the following:


 


		1.	Adherex requires and OCT agrees to perform following additional Services:



 


		1.1.	Design and organize printing of the paper CRFs for the Study;



 


		1.2.	Provide data management for CRFs;



 


		1.3.	Deliver all data to sponsor's statistic's provider;



 





		1.4.	Provide up to 10 reports for sponsor;



 



    	 



    	 



    

 







 


		1.5.	Provide online randomization system for sites;



 


		1.6.	Perform additional Monitoring visits;



 


		1.7.	Perform additional team trainings.



 


		2.	MSA dated August 16, 2010 shall be amended by adding Exhibit 4 PSA “Additional Services Budget”
dated May 25, 2012 enclosed hereto.



 


		3.	The Total Cost of the Services listed in Article 1 above and PTCs associated with Services is 161605.56
(one hundred sixty one thousand six hundred five and 56/100) USD as detailed in Exhibit 4 PSA “Additional Services Budget”
dated May 25, 2012.



 


		4.	The Parties agree on the following invoicing procedure for the Additional Services stipulated in
Article 1 above:



 


		4.1.	The Total Cost of Additional Services (90165.56 USD) shall be invoiced at the fulfillment of the
milestones as set forth below:



 


		a)	Within 30 calendar days from the effective date of this Amendment # 1, Adherex agrees to make an
advance payment to OCT in the amount of 25% of the Total Service cost;



 


		b)	15% of the cost of the Services – setup complete, all CRFs are delivered to the sites, and
internet randomization system is active;



 


In case
setup is not complete within four (4) months of milestone (a) above (“Within 30 calendar days from the effective date of
this Amendment # 1, Adherex agrees to make an advance payment to OCT in the amount of 25% of the Total Service cost’) not
due to the fault of “Adherex”, Adherex shall have the right not to pay the invoice for milestone (b) “setup complete”.


 


		c)	10% of the cost of the Services – 25% of patients completed treatment, case report forms
monitored and queries resolved, raw data entered in system, and reports available for sponsor.



 


		d)	10% of the cost of the Services – 50% of patients completed treatment, case report forms
monitored and queries resolved, and raw data entered in system.



 


		e)	10% of the cost of the Services – 75% of patients completed treatment, case report forms
monitored and queries resolved, and raw data entered in system.



 


		f)	10% of the cost of the Services – 100% of patients completed treatment, case report forms
monitored and queries resolved, and raw data entered in system.



 


		g)	10% of the cost of the Services - Database Lock and delivery of data to sponsor's statistical vendor



 



    	 



    	 



    

 


In case Database
is not locked within two (2) months of milestone f) above (“100% of patients completed treatment, case report forms monitored,
data entered in system and queries resolved”) not due to the fault of OCT, OCT shall have the right to invoice the total
amount for this “Database lock” milestone in 2 (two) months after “100% of patients completed treatment, case
report forms monitored and queries resolved” is completed.


 


Further,
in case Database is not locked within eight (8) months of milestone (a) above (“Within 30 calendar days from the effective
date of this Amendment # 1, Adherex agrees to make an advance payment to OCT in the amount of 25% of the Total Service cost”)
not due to fault of Adherex, Adherex shall have the right not to pay the invoice for milestone (g) “Database lock”.


 


		h)	10% All Sites Closed



 


Amounts listed in articles b)
– h) above shall be invoiced together with the corresponding milestones listed in Clause 6.1.1. of the MSA and Amendments
to it.


 


		4.2.	PTCs associated with Services shall be invoiced as set forth by Clause 6.3. of the MSA.



 


		5.	Currency of the MSA and all Exhibits is USD.



 


		6.	This Amendment has the following attachments incorporated herein:



 


		6.1.	Exhibit 4 PSA “Additional Services Budget” dated May 25, 2012



 


This Amendment shall take effect on June
__, 2012 and become integral part of the MSA and shall terminate when all obligations and requirements under the MSA and all effective
Exhibits enclosed thereto are performed unless either terminated earlier or extended by the parties pursuant to the terms of the
MSA subject to Clauses 7 – 8.


 


	OCT Group, LLC	 	Adherex Technologies, Inc.
	 	 	 
	Signature	 	 	Signature	 
	 	 	 	 	 
	Name	Dmitry Sharov	 	Name	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Title	President	 	Title	 
	 	 	 	 	 
	Date	May 25, 2012	 	Date