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 Exhibit 10.12



AMENDMENT
TO PROMISSORY NOTE


This
Amendment (the “Amendment”) to the Promissory Note (as
defined below) is made as of December 30, 2015, by and between
Adgero Biopharmaceuticals, Inc., a Delaware corporation (the
“Maker”) and Frank G.
Pilkiewicz, PH.D. (and any successors or assigns, the
“Holder”). Capitalized
terms used and not defined in this Amendment have the meanings
given to them in the Promissory Note.


RECITALS


WHEREAS, Maker and Holder entered into
that certain Promissory Note, dated as of July 9, 2014, (the
“Promissory
Note”) pursuant to which Maker promises to pay Holder
the principal amount of One Hundred Sixty-Three Thousand Nine
Hundred Thirty-Four Dollars ($163,924.00) together with interest
thereon;


WHEREAS, The Maker has engaged Aegis
Capital Corp. in connection with (a) the planned merger (the
“Merger”) of Maker into a
subsidiary of Adgero Biopharmaceuticals Holdings, Inc., a newly
formed Delaware corporation and (b) a planned private placement
offering to be completed upon the sale of a minimum of 600,000
Units, as defined in the private placement documents (the
“PPO”,
and together with the Merger, the “Transactions”),
coincident with the Merger;


WHEREAS, upon completion of the
Transactions, Maker and Holder desire to amend the Promissory Note
to remove Section 4.(b) of the Promissory Note,;


WHEREAS, Maker and Holder have agreed to
amend the Promissory Note as set forth herein in accordance with
Section 6 of the Promissory Note;


AGREEMENT


NOW, THEREFORE, pursuant to the
provisions of the Promissory Note concerning amendment thereof, and
in consideration of the Amendment, agreements and other provisions
herein contained and of certain other good and valuable
consideration the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, it is hereby agreed between the
parties hereto, as follows:

SECTION
1. Amendment. The Promissory Note is
hereby amended by deleting Section 4.(b) in its
entirety.

SECTION
2. Effective Date. This Amendment will
become effective upon the completion of the Transactions (the
“Effective Date”). If the Transactions do not occur, or
if the Promissory Note has been paid in full prior to the Effective
Date, this Amendment will become void ab initio.



 

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SECTION
3. Effect of Amendment. Except as
expressly amended and modified by this Amendment, all provisions of
the Promissory Note shall remain in full force and effect and all
such provisions shall apply equally to the terms and conditions set
forth herein. Reference to this Amendment need not be made in the
Promissory Note or any other instrument or document executed in
connection therewith. After this Amendment becomes effective, all
references in the Promissory Note to “this Note”,
“hereunder”, “herein” or words of similar
effect referring to such Promissory Note shall be deemed to be
references to the Promissory Note, as amended by this Amendment.
This Amendment shall not be deemed to expressly or implicitly
waive, amend or supplement any provision of the Promissory Note
other than as set forth herein.

SECTION
4. Successors and Assigns. This Amendment
shall be binding upon and inure to the benefit of the parties
hereto and each of their respective successors and
assigns.

SECTION
5. Counterparts. This Amendment may be
executed in one or more counterparts and by the different parties
hereto on separate counterparts, including without limitation
counterparts transmitted by facsimile or in Portable Document
Format (“PDF”), each of which, when so executed, shall
be deemed to be an original and such counterparts, together, shall
constitute one and the same agreement. Delivery of an executed
counterpart of a signature page of this Amendment in PDF or by
facsimile transmission shall be effective as delivery of manually
executed original counterpart of this Amendment.


[Signature Page To
Follow]


 




 





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


 


ADGERO
BIOPHARMACEUTICALS, INC.


By: 
/s/ Frank G.
Pilkiewicz                                      




Name:
Frank G. Pilkiewicz


Title:
Chief Executive Officer & President


 


 


ACCEPTED AND
AGREED


 


/s/ Frank G.
Pilkiewicz                                      


Frank
G. Pilkiewicz, Ph.D.





[Signature Page to Amendment to Promissory Note]