EXHIBIT 10.1 


 


OPEN
END MORTGAGE NOTE


 


	$2,000,000	December 16, 2019



 


FOR
VALUE RECEIVED, NANOVIRICIDES, INC. (the ''Borrower"), a Nevada corporation with a mailing address of 1 Controls Drive,
Shelton, CT, 06484 promises to pay to the order of ANIL R. DIWAN, AN INDIVIDUAL having
a principal address at __________________________ (the "Lender"), at such office or at such other place as the
Lender may designate from time to time in writing, the principal sum of TWO MILLION AND 00/100 ($2,000,000.00) DOLLARS ("Loan")
received from the Lender in two tranches of ONE MILLION AND 00/100 ($1,000,000.00) DOLLARS each pursuant to the terms of
this Open End Mortgage Note ( “Note”) and the Open End Mortgage Deed of even date herewith ("Open End Mortgage")
executed by the Borrower.




 


Capitalized
terms used in this Note shall have the meaning and be construed as provided for in the Open End Mortgage unless a different meaning
is set forth in this Note or clearly appears from the context of this Note. This Note, the Open End Mortgage, and any other document
executed and delivered in connection with the Loan, as the same may be from time to time amended, restated, and extended, are
sometimes individually referred to herein as the "Loan Document" and collectively as the "Loan Documents."


 


		1.	Interest Rate.



 


		(a)	Commencing the date of this Note
                                         and continuing through December 15, 2020 the principal sum outstanding from time to time
                                         hereunder shall bear interest at a fixed annual rate of twelve percent (12%) (the "Interest
                                         Rate").



 


		(b)	The annual Interest Rate shall
                                         be calculated using a 360-day calendar.



 


		(c)	The foregoing provisions of this
                                         Note relating to interest shall at all times be subject to the provisions of Paragraph
                                         (11) (the "Default Rate"), below.



 


		(d)	Notwithstanding
                                         anything to the contrary contained herein or in any other Loan Document, the effective
                                         rate of interest hereunder shall not exceed the maximum effective rate of interest permitted
                                         by applicable law or regulation. The Lender hereby agrees not to collect knowingly any
                                         interest from the Borrower in the form of fees or otherwise which would render the loan
                                         usurious. In the event that the Interest Rate would be usurious in the Lender's opinion,
                                         the Lender reserves the right to reduce the interest payable by the Borrower. This provision
                                         shall survive repayment of this Note.



 


		2.	Payments.



 


		(a)	On the date hereof, the Borrower
                                         shall prepay interest on the Principal amount of the Loan payable through the end of
                                         the first year at the rate of 12% per annum.



 


		(b)	Upon demand, the Borrower shall
                                         escrow with the Lender additional amounts sufficient to pay real estate taxes assessed
                                         against the Mortgaged Property (as defined in the Open End Mortgage) (the "Real
                                         Estate Taxes") when due.



 


		(c)	At execution of this Note, Borrower
                                         shall issue 10,000 fully paid and non-assessable NanoViricides Series “A”
                                         Preferred shares to Lender as a mortgage origination fee.



 






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		(d)	Commencing on the first day of
                                         the second calendar month following the date hereof and continuing on the first day of
                                         each calendar month thereafter, the Lender shall withdraw from escrow the installments
                                         of interest only on the unpaid principal balance of this note, which sum has been calculated
                                         based on the principal amount of the Loan with an interest rate of twelve percent (12%)
                                         per annum.



 


		(e)	The unpaid principal balance
                                         then outstanding together with all accrued and unpaid interest and charges, if any, shall
                                         become due and payable on December 15, 2020 (the "Maturity Date").



 


		(f)	Payments shall be applied first
                                         to any unpaid collection costs, late charges and any applicable tax and insurance escrows,
                                         then to accrued and unpaid interest, and any remaining amount to principal.



 


		(g)	The
                                         LENDER has agreed to make the loan herein described to the BORROWER in installments.



 


1)
First Tranche of up to $1,000,000.00 to be disbursed to the Borrower after closing as follows:




 


		i)	$120,000.00
                                         to be deposited into escrow with the Lender for payment of interest payable under the
                                         Open End Mortgage Note. Commencing on the first day of the second calendar month following
                                         the date hereof and continuing on the first day of each calendar month thereafter, the
                                         Lender shall withdraw from escrow the installments of interest only on the unpaid principal
                                         balance of this note, which sum has been calculated based on the principal amount of
                                         the Loan with an interest rate of twelve percent (12%) per annum. Notwithstanding the
                                         actual date of advancement of funds from the Lender, the date of start of interest calculations
                                         shall be the later of December 15, 2019, or the actual date of advancement of the funds.



 


		ii)	The
                                         remaining amount of the first tranche shall be disbursed to the Borrower for normal business
                                         operations, to be used firstly towards the payment of legal fees incurred by TheraCour
                                         Pharma, Inc. in negotiating the VZV/Shingles License Agreement, as required under the
                                         VZV License agreement dated November 1, 2019, and then in such amounts and at such times
                                         as the borrower requests. Interest will be charged only on such portion of the funds
                                         actually drawn from the Lender.



 


2)
Second Tranche of $1,000,000.00 to be disbursed to the borrower on or about January 10, 2020, as follows: 


 


		i)	$110,000
                                         00 to be deposited into escrow with the Lender for payment of 11 months of interest payable
                                         under the Open End Mortgage Note.



 


		ii)	The
                                         remaining balance to be disbursed to the Borrower for normal business operations, to
                                         be used firstly towards the payment of two months of advanced billing “deposit”,
                                         and the payment of previously deferred amounts as required under the second Extension
                                         of Deferral Agreement dated 2019-09-24, and under the VZV License Agreement dated November
                                         1, 2019, both with TheraCour Pharma, Inc., and then in such amounts and at such times
                                         as the borrower requests. Interest will be charged only on such portion of the funds
                                         actually drawn from the Lender.



 






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		3.	Prepayments.



 


The
Borrower may repay the Loan in part or in full prior to the Maturity Date at any time without penalty upon ten (10) days prior
written notice to the Lender. In the event of prepayment, the interest amount actually earned shall be the only interest amount
charged from the escrowed interest funds. Additional amounts charged to Borrower may include any unpaid collection costs, late
charges and any applicable tax and insurance escrows.


 


		4.	Acceleration.
                                         



 


In
the event of


 


		(a)	A
                                         “Change of Control” of the Borrower, as defined, by reference, in the Certificate
                                         of Designation of the Preferred Series A shares of NanoViricides, Inc.; or



 


		(b)	A sale of
                                         business or of substantial assets of the Borrower, notwithstanding any such “Change
                                         of Control”,



 


the
Maturity Date will be accelerated and the Loan shall become due immediately, including all fees, earned interest, late charges,
and other expenses as applicable, and shall be satisfied by the Borrower prior to the execution of such Change of Control or Sale
of Business or of Substantial Assets without presentment, demand, notice of nonpayment, protest, notice of protest or other notice
of dishonor, all of which are hereby expressly waived by the Borrower.


 


		5.	Legal
                                         Fees and Expenses to be Paid by Borrower. 



 


		i)	In
                                         the event that there is a lawsuit involving this loan filed against the Lender by any
                                         third parties, Borrower shall bear the costs and expenses including legal, administrative
                                         and other costs and fees in full as and when incurred, upon demand from the Lender within
                                         ten (10) days.



 


		ii)	In
                                         the event that any such payment which is due to the Lender, but is not received by the
                                         Lender when due, and remains unpaid for ten (10) days after the due date, the Borrower
                                         shall pay the Lender on demand a "late charge" computed at the rate of six
                                         percent (6%) of the amount not paid to cover the extra expense and inconvenience to the
                                         Lender and ensuring payment of such delinquent amount. The Borrower acknowledges that
                                         its failure to pay any amount due here under this Paragraph (5) within ten (I0)
                                         day period will result in the Lender incurring additional expenses in servicing the bills,
                                         the loss of the use of the money due, and the frustration to the Lender in meeting its
                                         commitments, that the damages to the Lender in connection with such late payment are
                                         extremely difficult and impractical to ascertain, and that six percent (6%) of the amount
                                         not paid within such ten (10) day period is a reasonable estimate of the damages incurred
                                         by the Lender in connection with any such late payment.



 


		iii)	The provisions of this Paragraph
                                         (5) shall survive the termination or satisfaction of this Loan



 


Note.


 






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		6.	Security.



 


This
Note, and the due performance by the Borrower of all of its obligations hereunder, is secured as set forth in the Open End Mortgages,
to which reference is hereby made including, but not limited, to the first and paramount mortgage lien in favor of the Lender
on the real properties designated as:


 


1
CONTROLS DRIVE, SHELTON CONNECTICUT and more fully described in EXHIBIT “A” attached hereto and incorporated by reference
(the "Real Property"), which together with such other rights, interests, and appurtenances thereto, as described in
the Loan Documents, shall be deemed to be the "Mortgaged Property".


 


		7.	Late
                                         Charge. 



 


In
the event that any payment of principal, applicable real estate tax or insurance escrow, or interest which is due to the Lender,
but is not received by the Lender when due, and remains unpaid for ten (10) days after the due date including, without limitation,
the Maturity Date or any extension thereof, in addition to and not in limitation of any other rights or remedies which the Lender
may have with respect thereto under any of the Loan Documents or with respect to any Collateral, the Borrower shall pay the Lender
on demand a "late charge" computed at the rate of six percent (6%) of the amount not paid to cover the extra expense
and inconvenience to the Lender and ensuring payment of such delinquent amount. As to the loan with a balloon payment on the Maturity
Date, the six (6%) percent late penalty shall not apply to the balloon portion of the payment; but simply to the portion representing
the regularly scheduled payment. The Borrower acknowledges that its failure to pay any amount due here under within such ten (I0)
day period will result in the Lender incurring additional expenses in servicing the Loan, the loss of the use of the money due,
and the frustration to the Lender in meeting its loan commitments, that the damages to the Lender in connection with such late
payment are extremely difficult and impractical to ascertain, and that six percent (6%) of the amount not paid within such ten
(10) day period is a reasonable estimate of the damages incurred by the Lender in connection with any such late payment. The amount
of any such "late charge" not paid promptly following demand thereof shall be deemed outstanding principal and payable
pursuant to this note and secured by the Collateral.


 


		8.	Events
                                         of Default. 



 


In
addition to any other event referred to herein, the occurrence of which, by the terms hereof, constitutes an Event of Default
hereunder, the occurrence of any one or more of the following events shall, at the Lender's option, constitute an Event of Default
hereunder;


 


		a)	The Borrower shall fail to make
                                         (and the Lender does not receive) any payment due to the Lender under this Note or under
                                         any of the other Loan Documents within ten (10) days after the same is due and payable,
                                         whether at maturity or by acceleration or otherwise;



 


		b)	Except as otherwise provided for
                                         in this Note, the Borrower shall fail to observe or perform any of the covenants or agreements
                                         on part to be observed or performed under this Note or under any of the other Loan Documents
                                         within thirty (30) days after written notice from the Lender of such noncompliance, except
                                         in the event of the lapse of insurance coverage as required by the Loan Documents in
                                         which event the thirty (30) day period is reduced to five (5) days;



 






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		c)	Any representation or warranty
                                         of the Borrower under this Note or under any of the other Loan Documents shall be untrue
                                         in any material respect when made; or



 


		d)	Any Event
                                         of Default shall occur under the provisions of any of the other Loan Documents.



 


		e)	Insolvency
                                         or Bankruptcy filing by the Borrower.



 


		9.	Remedies.



 


Upon
the occurrence of any Event of Default, the entire unpaid Principal Sum hereunder plus all interest accrued thereon plus all other
sums due and payable to the Lender under the Loan Documents shall become due and payable immediately without presentment, demand,
notice of nonpayment, protest, notice of protest or other notice of dishonor, all of which are hereby expressly waived by the
Borrower.


 


In
addition to the foregoing, upon the occurrence of any Event of Default the Lender may forthwith exercise singly, concurrently,
successively, or otherwise any and all rights and remedies available to the Lender under any of the Loan Documents or with respect
to any Collateral, or available to the Lender by law, equity, statute or otherwise including, without limitation, the right to
set off any sums a) deposited by the Borrower with the Lender against the amounts due hereunder or b) posted by the Borrower or
its Affiliates with the Lender as collateral for this or any other loan made by the Lender or its Affiliates to the Borrower or
its Affiliates.


 


As
to the Borrower, the term "Affiliates" shall mean the Borrower and Guarantors and any other entity in which they maintain
an interest. As to the Lender, the term "Affiliates" shall mean the Lender or any of its related entities.


 


Cross
Collateral/Cross Default: Any collateral posted by the Borrower, the Guarantors and/or their Affiliates in favor of the Lender
and/or its Affiliates to secure this or any other loan shall be deemed to be additional collateral securing this Loan and vice
versa and shall be subject to the remedies available to the Lender and/or its Affiliates in the event of any default by the Borrower,
the Guarantors and/or their Affiliates under any loan made to them by the Lender and/or its Affiliates. A default under any loan
made by the Lender and/or its Affiliates to the Borrower, Guarantors and/or their Affiliates shall constitute an Event of Default
as to all loans made by the Lender and/or its Affiliates to the Borrower, Guarantors and/or their Affiliates.


 


JURY
TRIAL WAIVER. THE BORROWER AND THE LENDER HEREBY WAIVE ANY AND ALL RIGHTS THAT THEY MAY HAVE NOW OR HEREAFTER HAVE UNDER THE LAWS
OF THE UNITED STATES OF AMERICA OR ANY STATE TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN
ANY ACTION OR PROCEEDING BETWEEN THE BORROWER AND THE LENDER OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OUT OF, OR IN ANY WAY
CONNECTED WITH THE NOTE. IT IS INTENDED THAT THE WAIVER OF JURY TRIAL SHALL APPLY TO ANY AND ALL CLAIMS, DEFENSES, RIGHTS, AND/OR
COUNTERCLAIMS IN ANY ACTION OR PROCEEDING.


 






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		10.	Remedies
                                         Cumulative, Etc. 



 


		(a)	No right or remedy conferred
                                         upon or reserved to the Lender under any of the Loan Documents, or with respect to any
                                         Collateral, or now or hereafter existing at law or in equity, by statute, or other legislative
                                         enactment, is intended to be exclusive of any other right or remedy, and each and every
                                         such right or remedy shall be cumulative and concurrent, and shall be in addition to
                                         every other such right or remedy, and may be pursued singly, concurrently, successively
                                         or otherwise, at the sole discretion of the Lender, and shall not be exhausted by any
                                         one exercise thereof but may be exercised as often as occasion therefor shall occur.
                                         No act of the Lender shall be deemed or construed as an election to proceed under any
                                         one such right or remedy to the exclusion of any other such right or remedy; furthermore
                                         each such right or remedy of the Lender shall be separate, distinct, and cumulative and
                                         none shall be given effect to the exclusion of any other. The failure to exercise or
                                         delay in exercising any such right or remedy, or the failure to insist upon strict performance
                                         of any term of any of the Loan Documents, shall not be construed as a waiver or release
                                         of the same, or of any Event of Default thereunder, or of any obligation or liability
                                         of the Borrower thereunder.



 


		(b)	The
                                         recovery of any judgment by the Lender and/or the levy of execution under any judgment
                                         upon any Collateral shall not affect in any manner or to any extent the lien of any security
                                         interest in such Collateral, or any rights, remedies, or powers of the Lender under any
                                         of the Loan Documents or with respect to any Collateral, but such liens and such security
                                         interest, and such rights, remedies and power of the Lender shall continue unimpaired
                                         as before. Further, the exercise by the Lender of its rights and remedies and the entry
                                         of any judgment by the Lender shall not affect in any way the interest rate payable hereunder
                                         or under any of the other Loan Documents on any amounts due to the Lender but interest
                                         shall continue to accrue on such amounts at the Default Rate, provided for in Paragraph
                                         (11), below. 



 


		(c)	Except
                                         as to notices that are specifically provided for herein or in any of the other Loan Documents,
                                         the Borrower hereby waives presentment, demand, notice of nonpayment, protest, notice
                                         of protest or other notice of dishonor, and any and all other notices in connection with
                                         any default in the payment of, or any enforcement of the payment of, all amounts due
                                         under the Loan Documents. To the extent permitted by law, the Borrower waives the right
                                         to any stay of execution and the benefit of all exemption laws now or hereafter in effect.
                                         



 


		(d)	The
                                         Borrower agrees that the Lender may release, compromise, forbear with respect to, waive,
                                         suspend, extend or renew any of the terms of the Loan Documents (and the Borrower hereby
                                         waives any notice of any of the foregoing), and that the Loan Documents may be amended,
                                         supplemented or modified by the Lender and other signatory parties and that the Lender
                                         may resort to any Collateral in such order and manner as it may think fit, or accept
                                         the assignment, substitution, exchange, pledge, or release of all or any portion of any
                                         Collateral, for such consideration, or none, as it may require, without in any way affecting
                                         the validity of any liens over or other security interest in the remainder of any such
                                         Collateral (or the priority thereof or the position of any subordinate holder of any
                                         lien or other security interest with respect thereto); and any action taken by the Lender
                                         pursuant to the foregoing shall in no way be construed as a waiver or release of any
                                         right or remedy of the Lender, or of any Event of Default, or of any liability or obligation
                                         of the Borrower, under any of the Loan Documents.



 






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		(e)	The
                                         Borrower agrees that any action or proceeding against it to enforce this Note may be
                                         commenced only in state court in the State of Connecticut and the Borrower hereby waives
                                         any objections which the Borrower may have now or hereafter have based on venue and/or
                                         forum non-convenes of any such suit, action, or proceeding, and the Borrower hereby irrevocably
                                         submits to the jurisdiction of any such court in any suit, action, or proceeding.



 


		11.	Default
                                         Rate. 



 


Upon
an Event of Default or after the Maturity Date, whether or not the Lender has elected to accelerate the indebtedness evidenced
by this Note, the Loan shall bear interest, payable on demand, at a rate of twenty percent (20%), per annum, {the "Default
Rate"), but in no event more than the highest rate permitted by the applicable usury law in respect of the Borrower, until
the unpaid balance of the Principal Sum, interest and any charges shall have been paid in full. Borrower acknowledges that:


 


		(a)	the Default
                                         Rate is a material inducement to the Lender to make the Loan;



 


		(b)	the Lender
                                         would not have made the Loan in the absence of the agreement of Borrower to pay the Default
                                         Rate;



 


		(c)	the Default
                                         Rate represents compensation for increased risk to the Lender that the Loan will not
                                         be repaid; and



 


		(d)	the Default Rate is not a penalty
                                         and represents a reasonable estimate of (i) the cost to the Lender in allocating its
                                         resources (both personnel and financial) to the ongoing review, monitoring, administration
                                         and collection of the Loan, and (ii) compensation to the Lender for losses that arc difficult
                                         to ascertain.



 


		12.	Costs
                                         and Expenses. 



 


Following
the occurrence of any Event of Default, the Borrower shall pay to the Lender, upon demand, all reasonable costs and expenses (including
all reasonable amounts paid to attorneys, accountants, real estate brokers, and other advisors employed by the Lender), incurred
by the Lender in the exercise of any of its rights, remedies, or powers under any of the Loan Documents as a secured or unsecured
creditor, as the case may be, of the Borrower, any general partner of the Borrower, or any Guarantor, or with respect to the Collateral
with respect to such Event of Default, and any amount thereof not paid promptly following demand thereof shall be added to the
principal sum hereunder and shall bear interest at the Default Rate from the date of such demand until paid in full, and shall
be secured by the Collateral. In connection with and as part of the foregoing, in the event that any of the Loan Documents is
placed in the hands of an attorney for the collection of any sum payable thereunder, the Borrower agrees to pay reasonable attorneys'
fees for the collection of the amount being claimed under the Loan Document, as well as all costs, disbursements and allowances
provided by law, the payment of which sums shall be secured by the Collateral. Nothing in this Paragraph (12) shall limit
the obligation of the Borrower to pay any and all costs and expenses for which the Borrower is otherwise liable wider any of the
Loan Documents.


 






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		13.	Severability.



 


In
the event that for any reason one or more of the provisions of this Note or their application to any person or circumstance shall
be held to be invalid, illegal or unenforceable in any respect or to any extent, such provisions shall nevertheless remain valid,
legal and enforceable in all such other respects and to such extent as may be permissible. In addition, any such invalidity, illegality
or unenforceability shall not affect any other provisions of this Note, but this Note shall be construed as if such invalid, illegal,
or unenforceable provision had never been contained herein.


 


		14.	Successors
                                         and Assigns.



 


This
Note inures to the benefit of the Lender and binds the Borrower, and the parties' respective successors and assigns, and the words
"the Lender" and "the Borrower" whenever occurring herein shall be deemed and construed to include such respective
successors and assigns.


 


		15.	Notices.



 


All
notices required to be given to any of the parties hereunder shall be in writing and shall be deemed to have been sufficiently
given for all purposes when presented personally to such party or sent by certified or registered mail, return receipt requested,
to such party at its address set forth below:


 


	 	The Lender:	ANIL R. DIWAN
	 	 	 
	 	With a copy to:  	MEETA R. VYAS 
	 	 	 
	 	The Borrower:	NANOVIRICIDES, INC. 
	 	 	1 Controls Drive
	 	 	Shelton, CT 06484
	 	 	 
	 	With a copy to:	PETER CAMPITIELLO, ESQ.
	 	 	MCCARTER& ENGLISH, LLP
	 	 	Two Tower Center Boulevard, 24th Floor
	 	 	East Brunswick, NJ 08816




 






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Such
notice shall be deemed to be given when received if delivered personally, or two (2) days after the date mailed if sent by certified
or registered mail, return receipt requested. Any notice of any change in such address shall also be given in the manner set forth
above.


 


Whenever
the giving of notice is required, the giving of such notice may be waived in writing by the party entitled to receive such notice.


 


		16.	Definitions;
                                         Number and Gender. 



 


In
the event the Borrower consists of more than one individual or entity, the obligations and liabilities hereunder of each of them
shall be joint and several and the word "the Borrower" shall mean all or some or any of them. For purposes of this Note,
the singular shall be deemed to include the plural and the neuter shall be deemed to include the masculine and feminine, as the
context may require. The references herein to the Loan Documents or any one of them shall include any supplements to or any amendments
of or restatements of such Loan Documents or any one of them.


 


		17.	Incorporation
                                         by Reference. 



 


All
of the terms and provisions of the Loan Documents, to the extent not inconsistent herewith, are hereby incorporated herein by
reference.


 


		18.	Captions.
                                         



 


The
captions or headings of the paragraphs in the Note are for convenience only and shall not control or affect the meaning or construction
of any of the terms or provisions of this Note.


 


		19.	Use
                                         of Proceeds. 



 


The
proceeds of the Note are to be used for normal business purposes of the Borrower, and no portion thereof will be used for any
personal, family, or household use, or investment purposes.


 


		20.	Governing
                                         Law. 



 


This
Note shall be governed by and construed in accordance with the laws of the State of Connecticut without giving effect to principles
applicable to conflicts of laws.


 


		21.	Interpretation.
                                         



 


Parties
acknowledge that they have had access to counsel in the construction of this Note and the Loan Documents and that no rule of construction
shall apply in interpretation to the disadvantage of a party.


 


(Signature
Page to Follow)


 






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IN WITNESS WHEREOF,
the Borrower, intending to be legally bound hereby, has executed the Note the day and year first above written.


 


	WITNESS:	NANOVIRICIDES,
    INC.
	 	 
	NAME:
    	BY:
    
	 	Duly
    Authorized. 


 






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	STATE OF CONNECTICUT	)
	 	) ss. Shelton




COUNTY OF FAIRFIELD               )


 


On this the ____ day
of December, 2019 before me, ___________________ the undersigned officer, personally appeared ___________________, who acknowledged that
he is the____________, and, he as such member, being duly authorized, executed the foregoing instrument for the purposes therein
contained, by signing the name of the company by himself as such officer, and further acknowledges same to be his and its free
Act and Deed.


 


In witness whereof
I hereunto set my hand.


 


	 	 
		Commissioner of the Superior Court
	 	/Notary Public




 








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