Exhibit 10.1


 





FIRST AMENDMENT TO AMENDED AND RESTATED
FOUNDERS AGREEMENT


 


This FIRST AMENDMENT
TO AMENDED AND RESTATED FOUNDERS AGREEMENT (this “Amendment”) is effective as of this 5th day of
October 2017 (the “Effective Date”) between Fortress Biotech, Inc., a Delaware corporation (the “Founder”),
and Checkpoint Therapeutics, Inc., a Delaware corporation (the “Company”).


 


BACKGROUND


 


WHEREAS, Founder and
the Company previously entered into a Founders Agreement, dated March 17, 2015 (as amended and restated in its entirety on July
11, 2016, the “Amended and Restated Founders Agreement”);


 


WHEREAS, Founder formed
the Company on November 10, 2014, for the purpose of acquiring, licensing, developing and commercializing specialty pharmaceutical
products; and


 


WHEREAS, the parties
hereto have requested that the Amended and Restated Founders Agreement be further amended on the terms and subject to the conditions
set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing, the mutual promises herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows.


 


1.                  
Amendment to Section 1.2.(c) of the Amended and Restated Founders Agreement. Section 1.2(c) of the Amended and Restated
Founders Agreement is hereby deleted and restated in its entirety as follows:


 


“Founder shall receive
an annual equity fee during the Term payable in shares of Common Stock, such that on an annual basis on January 1 of each year,
the Company shall issue to the Founder shares of Common Stock of the Company equal to two and a half percent (2.5%) of the fully-diluted
outstanding equity of the Company at the time of issuance (the “Annual Equity Fee”); provided, however,
that the Annual Equity Fee payable on January 1, 2018 shall be prorated such that it shall only be payable with respect to the
portion of the calendar year 2017 between the date in 2017 on which the Annual Equity Fee was paid to Founder and December 31,
2017; and”


 


2.                  
Remainder of Amended and Restated Founders Agreement. Except as expressly set forth in this Amendment, the provisions
of the Amended and Restated Founders Agreement will remain in full force and effect, in their entirety, in accordance with their
terms.


 


3.                  
Miscellaneous. This Amendment shall be governed, construed, and interpreted in accordance with the laws of the State
of New York, without giving effect to conflicts of laws principles of any jurisdiction. The parties agree that this Amendment may
only be modified in a signed writing executed by each of the parties hereto. This Amendment shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, successors and assigns. This Amendment may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken together constitute one agreement. Facsimile or
PDF reproductions of original signatures will be deemed binding for the purpose of the execution of this Amendment.


 


[Signature page follows]


 






    	 	 -1-	 



     


    

 







IN WITNESS WHEREOF,
the parties hereto have executed this Amendment to be effective as of the Effective Date.


 








	 	FORTRESS BIOTECH, INC.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Lindsay A. Rosenwald, M.D.	 
	 	Name: 	Lindsay A. Rosenwald, M.D.	 
	 	Title: 	President & CEO	 
	 	 	 	 
	 	 	 	 
	 	CHECKPOINT THERAPEUTICS, INC.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ James F. Oliviero	 
	 	Name: 	James F. Oliviero	 
	 	Title: 	President & CEO	 







 








    	 	 -2-