Exhibit 10.17








 


	DATED	12th May 2020






 


 


Deed of variation of relationship
agreement


 


between


 


MIDATECH PHARMA PLC


 


and


 


CERTAIN CMS CONCERT PARTY MEMBERS


 


and


 


PANMURE GORDON (UK) LIMITED


 






    	 	 	 



    	 



    

 


CONTENTS


 


 









 


CLAUSE


 


	1.	Terms defined in the Agreement	2
	2.	Variation	2
	3.	Governing law	3
	4.	Jurisdiction	3


 


 


SCHEDULE


 


	Schedule 1	Original Agreement	4


 






    	 	1	 



    	 



    




 


This deed is dated 12th May 2020


 


Parties


 


		(1)	MIDATECH PHARMA PLC, incorporated and registered in England and Wales with company number
09216368 whose registered office is at 65 Innovation Drive, Milton Park, Milton, Abingdon, Oxfordshire, OX14 4RQ (the
"Company")



 


		(2)	The persons listed in the Schedule to the Agreement each a "CMS Concert Party Member"
and together, the "CMS Concert Party"



 


		(3)	PANAMURE GORDON (UK) LIMITED incorporated and registered in England and Wales with company
number O4915201 whose registered office is at One New Change, London EC4M 9AF ("Panmure
Gordon")



 


(collectively,
the "Parties")


 


BACKGROUND


 


		(A)	The
                                         Parties are party to a relationship agreement dated 29 January 2019 (Agreement)
                                         a copy of which is attached at Schedule 1 to this deed.



 


		(B)	The Parties wish to amend the Agreement as set out in this deed with effect from the date of this
deed (Variation Date).



 


Agreed terms


 


		1.	Terms defined in the Agreement



 


In this deed, expressions defined
in the Agreement and used in this deed have the meaning set out in the Agreement. The rules of interpretation set out in the Agreement
apply to this deed.


 


		2.	Variation



 


		2.1	With effect from the Variation Date the Parties agree the following amendments to the Agreement:



 


	a)	Clauses 4 and 5 

deleted:	The entire text of Clauses 4 and 5 are deleted and replaced with the words “Not used”.
	b)	Clause 3.4(b)(i) 

deleted:	The entire text of Clause 3.4(b)(i) is deleted and replaced with the words "Not used".



 






    	 	2	 



    	 



    

 


	(c)	Clause 3.4(c) added:	
        This Clause is inserted into the Agreement:

         

        3.4 (c) Nothing in this Agreement is intended
        to, or shall prevent the CMS Concert Party Members and their Associated Undertakings from exercising their Voting Rights, provided
        that, in the event a vote at a general meeting or election is required, the CMS Concert Party Members and their Associated Undertakings
        shall vote or make elections with respect to their Voting Rights on the record date for such vote or election in the same manner
        and proportion as all other Ordinary Shares are voted or with respect to which elections are made by shareholders other than the
        CMS Concert Party Members and their Associated Undertakings.

        



 

		2.2	Except as set out in clause 2.1, the Agreement shall continue
in full force and effect.




 


		2.3	For the avoidance of doubt nothing set out in this deed nor in the Agreement shall prevent the
CMS Concert Party Members and their Associated Undertakings from accepting an offer from a third party to acquire all of the issued
and to be issued share capital of the Company by way of a takeover offer or which may be implemented by way of a scheme of arrangement.



 


		3.	Governing law



 


This deed and any dispute or
claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation
shall be governed by and construed in accordance with the law of England and Wales.


 


		4.	Jurisdiction



 


		4.1	Each party irrevocably agrees that the arbitration provisions set out in clause 11.2 of the Agreement
shall also apply to this deed as if stated herein so as to have exclusive jurisdiction to settle any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection with this deed or its subject matter or formation.



 


This document has been executed as a deed
and is delivered and takes effect on the date stated at the beginning of it.


 






    	 	3	 



    	 



    

 


Schedule 1      Original
Agreement


 


[Previously
Filed]


 






    	 	4	 



    	 



    

 


	Executed as deed by MIDATECH PHARMA PLC	 	 
	 	 	 
	acting by	/s/ Stephen Stamp	 	Stephen Stamp, CEO & CFO
	a director, in the presence of:	 	Director


 


 


	
        /s/ Fiona Sharp

        

        Witness signature

         
	 	 
	 	 	 
	Fiona Sharp	 	Address
	Name	 	 
	 	 	 
	Accountant	 	 
	Occupation	 	 


 


 


 


 


	
        Executed as deed by PANMURE GORDON (UK)

        LIMITED

         
	 	 
	 	 	 
	acting by	/s/ Alan MacDonald	 	Alan MacDonald
	a director, in the presence of:	 	Director


 


 


	
        /s/ E.R.F. Anderson

        

        Witness signature

         
	 	 
	 	 	 
	E.R.F. Anderson	 	Address
	Name	 	 
	 	 	 
	Banker	 	 
	Occupation	 	 


 






    	 	5	 



    	 



    




 


	Executed as deed by MR LAM KONG	 	 
	 	 	/s/ Lam Kong
	 	 	 
	 	 	 
	/s/ Aliciya Wu

Witness signature	 	 
	 	 	 
	Aliciya Wu	 	Address
	Name	 	 
	 	 	 
	Company Secretary	 	 
	Occupation	 	 


 


 


 


 


	Executed as deed By A&B (HK) COMPANY LIMITED	 	 
	 	 	 
	acting by DR. HUAIZHENG PENG	 	/s./ Huaizheng Peng
	a director, in the presence of:	 	Director


 





 


	
        /s/ Luisa Rodrigues

        

        Witness signature

         
	 	 
	 	 	 
	Luisa Rodrigues	 	Address
	Name	 	 
	 	 	 
	Office Manager	 	 
	Occupation	 	 





 






    	 	6	 



    	 



    




 


	
        Executed as deed by CHINA MEDICAL SYSTEM

        HOLDINGS LIMITED

         
	 	 
	 	 	 
	acting by MR LAM KONG	 	/s/ Lam Kong
	a director, in the presence of:	 	Director


 


 





	
        /s/ Aliciya Wu

        

        Witness signature

         
	 	 
	 	 	 
	Aliciya Wu	 	Address
	Name	 	 
	 	 	 
	Company Secretary	 	 
	Occupation	 	 





 


 


 





	
        Executed as deed by CHINA MEDICAL VENTURE

        INVESTMENT (HK) LIMITED

        
	 	 
	 	 	 
	acting by DR. HUAIZHENG PENG	 	/s/ Dr. Huaizheng Peng
	a director, in the presence of:	 	Director


 


 


	
        /s/ Luisa Rodrigues

        

        Witness signature

         
	 	 
	 	 	 
	Luisa Rodrigues	 	Address
	Name	 	 
	 	 	 
	Office Manager	 	 
	Occupation	 	 





 


 


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