Exhibit 10.1


 


AMENDMENT NO. 1


 


This Amendment No. 1
(“Amendment”), made this the 29th day of December, 2011 (“Effective Date”), by and between PPD Development,
LP, a Texas limited partnership with offices located at 929 North Front Street, Wilmington, NC 28401 (“PPD”) and
VirtualScopics, Inc., with an address of 500 Linden Oaks, Second Floor, Rochester, New York 14625 (“VS”),
shall be an amendment to the Strategic Alliance Agreement dated October 22, 2010 (“Agreement”). Capitalized
terms used but undefined herein shall have the meaning ascribed to them in the Agreement.


 


WITNESSETH:


 


WHEREAS, PPD and
VS have entered into the Agreement which by its terms may be amended upon the mutual consent of the parties thereto;


 


WHEREAS, PPD and
VS hereby mutually consent to amend the terms of the Agreement in accordance with the terms and conditions set forth herein;


 


NOW, THEREFORE,
for the valuable consideration contained herein, and intending to be legally bound, the parties agree as follows:


 


1.The first paragraph of Section
3 of the Agreement shall be deleted in its entirety and replaced with the following:


 


“Preferred Services”
shall be defined as those imaging services included within the service offerings of VS at the time of final execution of this Agreement
which are specifically provided by VS in the therapeutic areas of hematology; oncology; general medicine; central nervous system
(CNS) and cardiovascular, metabolic, critical care (CV/MET & CC) (“Designated Therapeutic Areas”) to the extent
such imaging services are subject to the commitments of VS set forth in this Section 3 (the “Commitments”). “PPD
Services” shall be defined as clinical research organization services regarding the management of clinical trials for the
development of pharmaceuticals, chemicals, biotechnology, medical devices and other products through clinical testing. Preferred
Services and PPD Services shall be subject to all of the rights and obligations otherwise set forth in this Agreement. Nothing
contained herein shall be construed to limit the provision of non-Preferred Services hereunder, however, such non-Preferred Services
shall not be subject to the Commitments set forth in this Section 3.


 


2.Section 3, subsection a. (iii)
A. shall be deleted in its entirety and replaced with the following:


However, nothing contained herein shall be construed
to impose upon PPD an obligation to offer the Joint Solution or to use VS for Preferred Services where: (1) Sponsor is not in agreement,
(2) VS’s pricing is not competitive, (3) there have been advances in technology not offered by VS, or (4) specific to the
CNS therapeutic area, VS does not offer direct or similar experience or expertise on the level of study indication and/or particular
imaging modality.


 






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3.The second paragraph of Section
3, subsection a. (vi) shall be deleted in its entirety and replaced with the following:


 


The Steering Committee shall be
comprised of an equal number of representatives from each party. PPD’s Steering Committee representatives shall be comprised
of: Director, Finance; Therapeutic Head (for each Designated Therapeutic Area); Relationship Manager; Executive Director, Business
Development; Executive Director, Information Technology; Medical Director, Global Drug Development. VS’s Steering Committee
representatives shall be comprised of: Chief Financial Officer; Chief Executive Officer/President; Director of Operations and Director
of Project Management. Each party shall provide prior written notice to the other party of any desired change in Steering Committee
representatives. Each party’s Steering Committee representatives shall hold a position of sufficient level within its respective
company to be able to obtain timely resolution of disputes submitted to the Steering Committee.


 


4. Upon execution, this Amendment
shall be made a part of the Agreement and shall be incorporated by reference therein. Except as provided herein, all other terms
and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between the Agreement and this
Amendment, the terms of this Amendment shall govern and control.


 


IN WITNESS WHEREOF,
this Amendment has been executed and delivered by the parties hereto by their duly authorized officers as of the Effective Date.


 





	PPD Development, LP	VirtualScopics, Inc.
	By: PPD GP, LLC	 
	Its General Partner	 
	 	 
	 	 
	By: s/o William J. Sharbaugh	By: s/o Molly Henderson
	 	 
	Name: William J. Sharbaugh	Name: Molly Henderson
	 	 
	Title: Chief Operating Officer	Title: Chief Business & Financial Officer
	 	 
	Date: January 24, 2012	Date: January 6, 2012






 



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