Exhibit 10.16.1


 


THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT
AGREEMENT


 


Third Amendment (this
“Amendment”) dated as of January 30, 2018 to the Executive Employment Agreement (the “Agreement”) dated
October 13, 2015, as amended, by and between Checkpoint Therapeutics, Inc. (the “Company” or “Checkpoint”)
and James F. Oliviero III (“Oliviero”). All capitalized terms not otherwise defined herein shall have the meanings
given to them in the Agreement.


 


WHEREAS, on October
13, 2015, Oliviero received a grant of 1,000,000 restricted shares of Checkpoint common stock, $0.0001 par value (the “Shares”);


 


WHEREAS, on September
27, 2016, Oliviero and the Company entered into a first amendment to the Agreement, effective as of such date, to amend the vesting
schedule of the Shares;


 


WHEREAS, on December
15, 2016, Oliviero and the Company agreed to further amend the vesting schedule of the Shares in the Agreement;


 


WHEREAS, the Company
believes that it is in its best interest to further amend the vesting schedule in the Agreement; and


 


WHEREAS, the Company
and Oliviero have agreed to amend the Agreement.


 


NOW THEREFORE, in consideration
of the foregoing and of the mutual covenants hereinafter set forth, the parties agree as follows:


 


		1.	Amendments.



 


Section 3.4.3
of the Agreement, as amended, with regard to the Shares shall be amended by deleting the following vesting schedule:


 


	
        Vesting Date

         
	 	Number of Shares Vested
	The earlier to occur of: (A) July 1, 2018 or (B) the termination of Executive’s (as defined in the Employment Agreement) employment as a result of his death or Disability (as defined in the Employment Agreement)	 	166,667 
	October 13, 2018	 	83,333
	October 13, 2019	 	83,333



 






     


     


    

 


	The later to occur of: (A) the Company’s achievement of a fully-diluted Market Capitalization (as defined in the Employment Agreement) of $250,000,000 or (B) April 1, 2018, provided, however, that should Executive’s (as defined in the Employment Agreement) employment with the Company terminate as a result of his death or Disability (as defined in the Employment Agreement) and prior to such termination or within four months of such termination (as provided by Section 4.5.4(iii)), any Market Capitalization milestone is achieved, the respective Shares for such achieved Market Capitalization milestone(s) shall immediately vest and become non-forfeitable. 	 	111,111
	The later to occur of: (A) the Company’s achievement of a fully-diluted Market Capitalization (as defined in the Employment Agreement) of $500,000,000 or (B) April 1, 2018, provided, however, that should Executive’s (as defined in the Employment Agreement) employment with the Company terminate as a result of his death or Disability (as defined in the Employment Agreement) and prior to such termination or within four months of such termination (as provided by Section 4.5.4(iii)), any Market Capitalization milestone is achieved, the respective Shares for such achieved Market Capitalization milestone(s) shall immediately vest and become non-forfeitable.	 	111,111



 






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	The later to occur of: (A) the Company’s achievement of a fully-diluted Market Capitalization (as defined in the Employment Agreement) of $750,000,000 or (B) April 1, 2018, provided, however, that should Executive’s (as defined in the Employment Agreement) employment with the Company terminate as a result of his death or Disability (as defined in the Employment Agreement) and prior to such termination or within four months of such termination (as provided by Section 4.5.4(iii)), any Market Capitalization milestone is achieved, the respective Shares for such achieved Market Capitalization milestone(s) shall immediately vest and become non-forfeitable.	 	111,111
	The earlier to occur of: (A) the Company’s first Corporate Development Transaction (as defined in the Employment Agreement) or (B) the first FDA approval of a Company product or medical device	 	166,667
	The earlier to occur of: (A) the Company’s second Corporate Development Transaction (as defined in the Employment Agreement) or (B) a second FDA approval of a Company product or medical device	 	166,667


 


and inserting the following vesting schedule:


 


	
        Vesting Date

         
	 	Number of Shares Vested
	The earlier to occur of: (A) October 13, 2019 or (B) the termination of Executive’s (as defined in the Employment Agreement) employment as a result of his death or Disability (as defined in the Employment Agreement)	 	361,111 
	October 13, 2019	 	83,333



 






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	The later to occur of: (A) the Company’s achievement of a fully-diluted Market Capitalization (as defined in the Employment Agreement) of $500,000,000 or (B) April 1, 2019, provided, however, that should Executive’s (as defined in the Employment Agreement) employment with the Company terminate as a result of his death or Disability (as defined in the Employment Agreement) and prior to such termination or within four months of such termination (as provided by Section 4.5.4(iii)), any Market Capitalization milestone is achieved, the respective Shares for such achieved Market Capitalization milestone(s) shall immediately vest and become non-forfeitable.	 	111,111
	The later to occur of: (A) the Company’s achievement of a fully-diluted Market Capitalization (as defined in the Employment Agreement) of $750,000,000 or (B) April 1, 2019, provided, however, that should Executive’s (as defined in the Employment Agreement) employment with the Company terminate as a result of his death or Disability (as defined in the Employment Agreement) and prior to such termination or within four months of such termination (as provided by Section 4.5.4(iii)), any Market Capitalization milestone is achieved, the respective Shares for such achieved Market Capitalization milestone(s) shall immediately vest and become non-forfeitable.	 	111,111
	The earlier to occur of: (A) the Company’s first Corporate Development Transaction (as defined in the Employment Agreement) or (B) the first FDA approval of a Company product or medical device	 	166,667
	The earlier to occur of: (A) the Company’s second Corporate Development Transaction (as defined in the Employment Agreement) or (B) a second FDA approval of a Company product or medical device	 	166,667


 






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		2.	Effect on the Agreement.



 


(a)        Upon
the effectiveness of this Amendment, each reference in the Agreement to “this Agreement” “hereunder”, “hereof”,
“herein” or words of like import shall mean and be a reference to the Agreement as amended hereby.


 


(b)       Except
as expressly amended, the Agreement and all other documents and agreements executed and/or delivered in connection therewith, shall
remain in full force and effect.


 


3.       Governing
Law.


 


This Amendment
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed
by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles.


 


4.       Counterparts.


 


This Amendment
may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when
taken together shall constitute one and the same agreement.


 


 


IN WITNESS WHEREOF,
Checkpoint Therapeutics, Inc. and James F. Oliviero III have executed this Amendment to the Executive Employment Agreement as of
the date first written above.


 


 


	 	CHECKPOINT THERAPEUTICS, INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/
Michael S. Weiss	 
	 	 	     Michael S. Weiss	 
	 	 	     Chairman of the Board of Directors	 
	 	 	 	 
	 	 	 	 
	 	 	/s/
James F. Oliviero III	 
	 	 	     James F. Oliviero III	 




 



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