Exhibit 10.51


 


	
        Confidential Materials omitted and filed
        separately with the

        Securities and Exchange Commission. Double
        asterisks denote omissions.



 


 


 


Third Amendment


 


to


License Agreement


 


between


 


Argos Therapeutics, Inc.


(hereinafter “Argos”)


 


- and -


 


Lummy (Hong Kong) Co., Ltd.


(hereinafter “China Company”)


 


This Amendment is made as of and effective
March 23th, 2018 (“Effective Date”), contingent on the full execution of the Amended Second Stock Purchase
Agreement between China Company and Argos “Second SPA”).


 


 


WHEREAS, Argos and China Company entered
into a license agreement dated April 7, 2015 (the “License Agreement”), as first amended on December 5, 2016, and amended
a second time on October 19, 2017;


 


WHEREAS, the License Agreement, as amended,
set forth certain royalties and milestones, which the parties wish to amend contingent on the full execution of the Amended Second
SPA;


 


WHEREAS the parties now require that the
License Agreement be amended as set forth herein,


the parties agree to amend the License Agreement as follows:


 


 


		1.	Section 3.3 is amended to read in its entirety as follows:



 


3.3       Milestones.
Subject to the terms and conditions of this Agreement,
China Company shall make the non-refundable, non-creditable milestone payments to Argos set forth below no later than [**] days
after the earliest date on which the corresponding milestone event has first been achieved with respect to a Licensed Product.


 


	Milestone Event	Milestone Payment
	[**]	[**]
	[**]	[**]
	[**]	[**]
	[**]	[**]
	[**]	[**]
	[**]	[**]
	[**]	[**]
	[**]	[**]
	[**]	[**]


 


[**]


 



    1 


     


    




 


The following
shall be deemed to be material breaches of this Agreement, subject, however to the notice and cure period set forth in 10.2.l(a):
(a) the Milestone Event set forth in (i) above is not completed within [**] months after the Trigger Event, (b) the Milestone Event
set forth in (iii) above is not completed within [**] months after the Trigger Event, or (c) the Milestone Event set forth in (vi)
above is not completed within [**] months after the Trigger Event, and, in each case, the failure to complete the applicable Milestone
Event is not directly related to acts or omissions by Argos. In addition, failure to achieve
the following shall be deemed to be material breaches of this Agreement: (i) within [**] months of the first [**] U.S. FDA approvals
obtained by Argos for a Licensed Product, China Company must Initiate Clinical Study of said Licensed Products, and (ii) within
[**] months from Initiation of a Pivotal Clinical Study for said Licensed Products, China Company must submit the relevant application(s)
for the Regulatory Approval to Commercialize said Licensed Products. Notwithstanding the foregoing, the Parties acknowledge
and agree that the regulatory process to obtain Regulatory Approval for the Licensed
Product in the China Company Territory has a high level of uncertainty and in the event that the failure to achieve a milestone
set forth in (vi), (vii), or (viii) is primarily attributable to regulatory requirements
or delays caused by Regulatory Authorities in the China Company Territory which are out of the control of China Company and which
could not reasonably be anticipated as of the Effective Date (an “Intervening Regulatory Event”), the Parties agree
to renegotiate the relevant Milestone Events in good faith in a manner reasonably taking into consideration the Intervening Regulatory
Event.


 


 


All other terms and conditions will remain the same.


 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their duly authorized corporate officers or representatives as of the Effective Date of this Amendment.


 


 





	Argos Therapeutics, Inc.	 	Lummy (Hong Kong) Co., Ltd.	 
	 	 	 	 	 	 
	By:  	/s/ Jeff Abbey	 	By:  	/s/ Xuefeng Leng	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Name:  	Jeff Abbey	 	Name:  	Xuefeng Leng	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Title:  	President and CEO	 	Title:  	Director