Exhibit 10.1


 





April 16, 2013


 


Gary Gemignani


288 Middlesex Road


Darien, CT 06820


 


Re: Amendment to the November 1, 2011 Employment Letter Agreement


 


Dear Gary,


 


Following discussions
between you and Champions Oncology, Inc. (the “Company”), we have agreed to amend certain provisions of the November
1, 2011 Employment Letter Agreement (copy attached) (the “Original Letter”) between you and the Company as follows
in this letter (“Amendment Letter”):


 


1.        The third sentence
in the first bullet point on page 1 of the Original Letter regarding severance payments is hereby deleted and replaced with the
following set forth below in this Section 1 of the Amendment Letter:


 


“Upon your termination by the Company
at any time or for any reason (whether for Cause or otherwise) or if you resign at any time or for any reason, you will receive
severance payments for the period of time commencing on the date of your departure through and including August 31, 2013. Such
payments will be at your current base salary in effect immediately prior to the date of such termination or resignation.”


 


2.        The third bullet
point on page 1 of the Original Letter is hereby deleted and replaced with the following:


 


“The Company and you acknowledge
that you have been granted 200,000 fully vested options (the “Vested Options”) granting you the right to receive, upon
exercise of such Vested Options, 200,000 shares of the Company’s Common Stock, in each case pursuant to the Stock Option
Grant Notice delivered to you on November 1, 2011 (the “Grant Agreement”). Subject to Section 3 of the Amendment Letter,
notwithstanding the period specified in the Grant Agreement, you may exercise the Vested Options on or before February 28, 2014
regardless of whether your employment with the Company terminates prior to such date and regardless of the reason for such termination.
The exercise price for the stock options is the price stated in the Grant Agreement.”


 


3.        Upon your departure
from the Company, the parties will enter into and execute a mutual standard release with mutual standard confidentiality and non-disparagement
clauses (such clauses, the “Restrictive Covenant Clauses”). Notwithstanding the generality of the previous sentence,
such non-disparagement clauses shall require that (i) neither you nor the Company shall directly or indirectly publish or communicate
disparaging or derogatory statements or opinions about the other and (ii) the Company and you shall only indicate, if asked, that
you left the Company to seek other opportunities. For purposes of this paragraph, “the Company” means the corporate
entity and its current directors, named executive officers, vice presidents and director of human resources.


 






    	 



    	 



    

 





Gary Gemignani


Page 2


 


 


If for whatever reason you fail to execute
such an agreement contemplated in this Section 3 above, the Vested Options referred to above will cease immediately.


 


4.        Except as amended
above, the terms of the Original Letter shall remain in full force and effect.


 


Please indicate your
agreement to these amendments to the Original Letter by signing below in the space provided and returning to me via pdf. The original
should be sent via first class mail.


 





	Sincerely,	 
	 	 
	/s/ Joel Ackerman    	 
	Joel Ackerman	 
	Chief Executive Officer	 
	Champions Oncology, Inc.	 







 





	AGREED AND ACCEPTED:	 	 	 
	 	 	 	 	 
	By: 	/s/ Gary Gemignani	 	April 19, 2013	 
	 	Gary Gemignani	 	Date