Exhibit 10.15


 


ADDENDUM
NO. 1 TO


LICENSE
AGREEMENT


 


THIS
ADDENDUM NO. 1 (the “Addendum”) to the License Agreement dated as of May 24, 2020 (the “Original Agreement”)
is made effective as of May 24, 2020 (the “Effective Date”) by and between Processa Pharmaceuticals, Inc. a
company organized under the laws of Delaware, having a business address at 7380 Coca Cola Drive, Suite 106, Hanover, MD 21076
(“Processa”), and Aposense Ltd., a company in Israel whose principal place of business is at 5-7 Ha’Odem
St., Petach Tikva, Israel (“Aposense,” with each of Processa and Aposense being referred to in the singular
as a “Party” and together as the “Parties”).


 


NOW,
THEREFORE, for and in consideration of the mutual promises, covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties here to agree as follows:


 


	1.	Article
    V (Diligence) and Section 11.5 of the Original Agreement are deleted in their entirety and are of no force or effect.
	 	 
	2.	Section
    6.1 and Section 6.2 of the Original Agreement are amended such that references to the date of issuance of the Six Hundred
    and Twenty-Five Thousand (625,000) shares of common stock issuable to Aposense under Section 6.1, shall be replaced with the
    date October 6, 2020.
	 	 
	3.	Section
    10.2 of the Original Agreement is amended to add a new subsection (e) as follows:


 


(e)
any Taxes that are required under applicable Law to be deducted and withheld from any payment (in cash or shares of common stock)
made to Aposense by Processa under this Agreement.


 


	4.	The
    Original Agreement is amended to add a new Section 12.14 as follows:


 


12.14
Tax Withholding. In the event that Processa or any Affiliate is required under applicable Law to deduct and withhold any
Taxes from any payment (in cash or shares of common stock) made to Aposense by Processa under this Agreement and Processa does
not deduct and withhold such amounts at the time of such payment, Processa or any Affiliate, as applicable, may, and is hereby
authorized to, at any time and from time to time, to the fullest extent permitted by law, set off and apply any and all amounts
and obligations at any time owing by Processa or any Affiliate to or for the credit or the account of Aposense against any and
all obligations of Aposense to reimburse (including by selling or retiring the Pledged Shares, as defined below) or indemnify
Processa or any Affiliate for such Tax amount. Should any payment required to be made to Aposense in accordance with the provisions
of this Agreement be subject to such withholding requirements under applicable Law, Processa shall inform Aposense of such withholding
requirement in advance of such payment to be made by Processa to Aposense hereunder, so as to allow Aposense to obtain and provide
Processa with an appropriate opinion from a reputable accounting firm confirming that no withholding should apply. No withholding
shall be made if an exemption is timely obtained and for as long as such exemption is valid or if such opinion is accepted by
Processa. The rights of Processa and its Affiliates under this Section 12.14 are in addition to the other rights and remedies
which the Processa or its Affiliates may have under this Agreement or any law or otherwise.


 




    	 



    	 



    

 


	5.	Notwithstanding
    the provisions of Section 12.14 of the Agreement it is hereby acknowledged that immediately prior to the execution of this
    Addendum, Processa has received a satisfactory opinion from Ernst & Young, and that accordingly, subject to the provisions
    of Section 12.15, no withholding shall be made in connection with the issuance of shares of common stock issuable to Aposense
    under Section 6.1.
	 	 
	6.	The
    Original Agreement is amended to add a new Section 12.15 as follows:


 


12.15
Stock Pledge. Aposense hereby pledges, grants a security interest in, assigns, transfers and delivers unto Processa Fifty
Thousand (50,000) shares of common stock issuable to Aposense under Section 6.1 (the “Pledged Shares”)
as collateral security for the payment and performance of any Tax payments required to be paid by Processa on behalf of Aposense
as a result of this Agreement and the transactions contemplated hereby and the related indemnification obligations set forth in
Section 10.2(e) (collectively, the “Obligations”). Processa shall be entitled, upon prior notice to
Aposense, and without necessity for legal proceedings, to sell any or all of the Pledged Shares (or retire such Pledged Shares
with the per share value of such shares being assigned the volume weighted average closing price of the shares on the five trading
days immediately prior to such retirement) and, if any of the Obligations remains unsatisfied following such foreclosure, to seek
payment of such unsatisfied amount from Aposense. In addition, and not by way of limitation of the foregoing, Processa shall have
any or all remedies provided by law, including, but not limited to, all rights and powers of a secured party. Aposense agrees
to promptly take any actions reasonably requested by Processa in order facilitate Processa executing its rights hereunder, including
the delivery by Aposense to Processa of all original certificates representing the Pledged Shares, together with duly executed
in blank, undated stock powers. This pledge shall terminate on January 1, 2023 and the Pledged Shares remaining, if any, shall
be promptly delivered to Aposense.


 


	7.	Delivery
    of Original Certificates and Stock Powers. Simultaneously with the execution of this Addendum, Processa shall retain an
    original certificate representing the Pledged Shares, together with a duly executed in blank, undated stock powers, in the
    form attached hereto as Exhibit A.
	 	 
	8.	No
    Other Changes. Except as otherwise expressly provided herein, this Addendum does not alter, amend, or modify the remaining
    terms of the Original Agreement. All of the terms of the Original Agreement, as amended, not hereby amended, shall remain
    in full force and effect.


 


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of page intentionally left blank; signature page to follow)


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Parties have hereunto signed this Addendum in their official capacities to be effective as of the Effective
Date.


 


	PROCESSA
    PHARMACEUTICALS, INC.	 	APOSENSE
    LTD.
	 	                                 	 	 	 
	By:	 	 	By:	 
	Name:	James
    Stanker	 	Name:	Yuval
    Gottenstein
	Title:	CFO	 	Title:	CEO


 




    	 



    	 



    

 


Exhibit
A


 


Stock
Power


 




    	 



    	 



    

 


STOCK
TRANSFER POWER


 


FOR
VALUE RECEIVED, APOSENSE LTD, hereby sells, assigns and transfers unto _____________________________________________, Fifty Thousand
(50,000) shares of common stock in PROCESSA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”),
standing in its name on the books of the Company represented by Certificate No(s). _____________ herewith, and does hereby irrevocably
constitute and appoint ______________________________ attorney to transfer such shares on the books of the Company with full power
of substitution in the premises.


 


Dated:
___________________________


 


	 	APOSENSE
    LTD
	 	 	 
	 	By:	 
	 	Name:	Yuval
    Gottenstein
	 	Its:	Chief
    Executive Officer