Exhibit
10.9


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND
(ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.


 


FINAL
VERSION 2/8/16

CONFIDENTIAL


 


ADDENDUM
TO


 




DRUG LICENSE AND DEVELOPMENT AGREEMENT


 




by and between


 




LANTERN PHARMA, INC.


 




and


 


ONCOLOGY
VENTURE, APS





 






     


     


    

 


FINAL
VERSION 2/8/16


CONFIDENTIAL


 


ADDENDUM
TO DRUG LICENSE AND DEVELOPMENT AGREEMENT


 


This
Addendum is attached to and forms part of the DRUG LICENSE AND DEVELOPMENT AGREEMENT dated May 23, 2015 (hereinafter the “Addendum”),
between Oncology Venture APS (Company Registration no. 34 62 35 62), a Danish corporation having its principal offices at Venlighedesvej
1, 2970 Hørsholm, Denmark (hereinafter “OV”), and Lantern Pharma, Inc, (Company Registration no. ______________________________
) a Texas corporation having its principal place of business at 211 N Ervay Street, Suite 404, Dallas, TX 75201 U.S.A. (hereinafter
“LP”) as of February 8, 2016 (the “EFFECTIVE DATE”) (hereinafter the “Addendum”). LP and OV
are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. To the extent
that any of the terms or conditions contained in this Addendum may contradict or conflict with any of the terms or conditions
of the Drug License and Development Agreement dated May 23, 2015, it is expressly understood and agreed that the terms of this
Addendum shall take precedence and supersede the Drug License and Development Agreement.


 


Recitals


 


LP
licenses certain intellectual property rights in and to the cancer drug Irofulven, which rights include the LP Data Package under
the Technology License Agreement from AF Chemicals, LLC, a Californian limited liability company having its principal office
at 5545 Coral Reef, La Jolla, CA 92037, U.S.A. (hereinafter “AFC”).


 


OV
controls certain intellectual property rights in and to a DRP Biomarker which is useful for selecting likely responder patients;


 


OV
and LP have previously entered into the DRUG LICENSE AND DEVELOPMENT AGREEMENT (effective May 23, 2015) (hereinafter the “Agreement”),
attached hereto as Exhibit J.


 


OV
and LP now agree to this Addendum.


 


Now
Therefore, in consideration of the foregoing
premises and the mutual promises, covenants and conditions contained in this Addendum, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


ARTICLE
1

DEFINITIONS


 


In
this Addendum, sections that are numbered using the same section number as employed in the Agreement replace the corresponding
section in the Agreement. Sections in the Agreement in which no corresponding numbered section is present in the Addendum are
unchanged but shall be read in light of the Addendum as a whole. Subsections in the Agreement in which no corresponding numbered
section is present in the Addendum remain unchanged but shall be read in light of the Addendum as a whole. As used in this Addendum,
capitalized terms, whether used in the singular or plural form, shall have the meanings set forth in the Agreement, except that
the following initially capitalized terms, whether used in the singular or plural form, shall have the meanings set forth in this
ARTICLE 1.


 






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1.15
“Compound” means Irofulven and/or any pharmaceutically-active formulations of Irofulven except Irofulven when
bound directly or via a linker to all of the following conjugates: an antibody, antibody fragment, peptide, growth factor, receptor
proteins, receptor binding entity, lipids, liposomal particles, nanoparticles, PEG carriers, steroids, proteins, toxins, or another
drug conjugate (hereinafter “Conjugates”) or Irofulven Analogues whether or not bound directly or via a linker to
a Conjugate. For clarity Compound does not include illudin bound directly or via a linker to a Conjugate or acylfulvene bound
directly or via a linker to a Conjugate, including an illudin analog bound directly or via a linker to a Conjugate, or acylfulvene
analog bound directly or via a linker to a Conjugate.


 


1.43
“Irofulven” means (i) irofulven or 6-hydroxymethylacylfulvene (also known as HMAF or MGI-114 or
IUPAC name,
(6‘R)-6’-hydroxy-3’-(hydroxymethyl)-2’,4’,6’-
trimethylspiro[cyclopropane-1,5’-inden]-7’(6‘H)-one or
(5‘R)-5’-hydroxy-1’-
(hydroxymethyl)-2’,5’,7’-trimethylspiro[cyclopropane-1,6’-indene]-4’-one) (CAS No.
158440-71-2 and/or CAS 187277-46-9) (FDA UNII
6B799IH05A http://fdasis.nlm.nih.gov/srs/ProxyServlet?mergeData=true&objectHandle=DBMaint&A PPLICATION
NAME=fdasrs&actionHandle=default&nextPage=jsp/srs/ResultScreen.js p&TXTSUPERLISTID=6B799IH05A ), an
alkylating DNA damage repair inhibitor, having molecular formula C15H18O3, and/or (ii) any
salt, free acid, free base, clathrate, solvate, hydrate, hemihydrate, anhydride, chelate, conformer, congener, crystal form,
crystal habit, polymorph, amorphous solid, homolog, isomer, stereoisomer, enantiomer, racemate, prodrug, isotopic or
radiolabeled equivalent, complex or mixture of any of the foregoing with respect to Irofulven that has the same mechanism of
action as Irofulven. For clarity, Irofulven includes the active pharmaceutical ingredient known as irofulven, together with
any salt, free acid, free base, clathrate, solvate, hydrate, hemihydrate, anhydride, chelate, conformer, congener, crystal
form, crystal habit, polymorph, amorphous solid, homolog, isomer, stereoisomer, enantiomer, racemate, prodrug, isotopic or
radiolabeled equivalent, complex or mixture thereof. For the purposes of the Agreement and this Addendum, Irofulven does not
include Irofulven bound directly or via a linker to a Conjugate, Irofulven Analogues irrespective of whether bound directly
or via a linker to a Conjugate or illudin bound directly or via a linker to a Conjugate or acylfulvene bound directly or via
a linker to a Conjugate, including an illudin analogue bound directly or via a linker to a Conjugate, or acylfulvene analogue
bound directly or via a linker to a Conjugate.


 


1.44
“Irofulven Analogues” means any analogues and/or derivatives of Irofulven owned and/or controlled by LP either
prior to or during the Term of the Agreement, which analogues and/or derivatives have the same or similar mechanism-of-action
as Irofulven but are characterized by substantially different and/or superior anti-tumor activity and/or safety/toxicity profile
as compared to Irofulven (e.g. by IC50 and other standard cellular and animal testing models), including analogue LP-184, currently
under development by LP, but excluding all of the following: illudin bound directly or via a linker to a Conjugate or acylfulvene
bound directly or via a linker to a Conjugate, including an illudin analogue bound directly or via a linker to a Conjugate, acylfulvene
analogue bound directly or via a linker to a Conjugate, Irofulven bound directly or via a linker to a Conjugate or Irofulven Analogue
bound directly or via a linker to a Conjugate.


 






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1.100
“AFC License” means the Technology License Agreement between AFC and LP, having an effective date of January
15, 2015 attached as Exhibit H and as may be amended from time to time (the “Technology License Agreement”).


 


1.101
“Other Excluded Rights” means all rights to (i) research, develop, make, have made, use, distribute, import, offer
for sale and sell all of the following: illudin bound directly or via a linker to a Conjugate or acylfulvene bound directly or
via a linker to a Conjugate, including an illudin analogue bound directly or via a linker to a Conjugate, acylfulvene analogue
bound directly or via a linker to a Conjugate, Irofulven bound directly or via a linker to a Conjugate or Irofulven Analogue bound
directly or via a linker to a Conjugate and (ii) access, possess, and utilize LP Data Package for the purpose of exercising rights
in illudin bound directly or via a linker to a Conjugate or acylfulvene bound directly or via a linker to a Conjugate including
an illudin analogue bound directly or via a linker to a Conjugate, acylfulvene analogue bound directly or via a linker to a Conjugate,
Irofulven bound directly or via a linker to a Conjugate or Irofulven Analogue bound directly or via a linker to a Conjugate.


 


1.102
“First Program Acquirer” means the first entity with respect to time entering into a Program Acquirer Agreement with
OV. Any Program Acquirer who is not a First Program Acquirer is a subsequent Program Acquirer.


 


ARTICLE
2


GRANT
OF RIGHTS


 


2.1(a)
License under LP Technology. Subject to the terms and conditions of this Agreement and for the Term, LP hereby grants to OV an
exclusive, royalty-bearing license, with the right to sublicense (subject to Section 2.2) and assignment (subject to Section 13.5),
under the LP Technology and LP’s rights and interest in the Product-Related Inventions, Joint Patents and Joint Inventions,
in each case excluding the Excluded Rights and Other Excluded Rights, to (i) Develop, have Developed, use and Commercialize the
Compound and Products in the Territory in the Field, and (ii) access, possess, and utilize LP Data Package in the exercise of
the rights granted in subsection (i) above (and as further provided in this Agreement). The Parties acknowledge and agree that
the foregoing license grant shall be considered a sublicense with respect to any LP Technology that is licensed by LP from a Third
Party.


 


2.1(c)
For purposes of clarity, the Excluded Rights are expressly reserved to LP, the license granted by LP to OV in this ARTICLE 2 excludes
Irofulven Analogues currently under development by LP or otherwise developed by LP during the Term hereof, and nothing herein
shall be construed as limiting the ability of LP to develop and commercialized such Irofulven Analogues. For purposes of clarity,
the Other Excluded Rights are expressly reserved to third parties. The license granted by LP to OV in this ARTICLE 2 excludes
any right to Develop, have Developed, use and/or Commercialize all of the following: illudin bound directly or via a linker to
a Conjugate or acylfulvene bound directly or via a linker to a Conjugate, including an illudin analogue bound directly or via
a linker to a Conjugate, acylfulvene analogue bound directly or via a linker to a Conjugate, Irofulven bound directly or via a
linker to a Conjugate or Irofulven Analogue bound directly or via a linker to a Conjugate.


 






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2.3
Nothing in this Agreement shall be construed as restricting the right of (i) each Party to research, develop and
commercialize one or more products with pharmaceutically-active ingredients having the same or similar mechanism of action as
Irofulven (other than Compounds or Products) outside the Field; and/or (ii) the right of LP to research, develop and
commercialize one or more Irofulven Analogues; and/or (iii) the right of third party licensees or sub-licensees of AFC to
research, develop and commercialize all of the foregoing: illudin bound directly or via a linker to a Conjugate or
acylfulvene bound directly or via a linker to a Conjugate, including an illudin analogue bound directly or via a linker to a
Conjugate, acylfulvene analogue bound directly or via a linker to a Conjugate, Irofulven bound directly or via a linker to a
Conjugate or Irofulven Analogue bound directly or via a linker to a Conjugate.


 


ARTICLE
3





GOVERNANCE


 


3.9 Obligations
of OV.


 


(a) Upon
entering into an agreement to transfer to a Program Acquirer, OV shall deliver to AFC an unredacted copy of all contracts and
documents governing the transfer to the Program Acquirer.


 


(b) Upon
entering into a license or a sublicense, OV shall deliver to AFC an unredacted copy of all contracts and documents governing the
license to the licensee or sublicensee.


 


(c) OV
acknowledges that AFC is a third party beneficiary of the Agreement as per this Addendum.


 


(d) OV
agrees that as the promisor, OV will make the payments to AFC as provided in Exhibit L.


 


(e) OV
agrees to require any assignee including a Program Acquirer to agree to (i) the terms of the Agreement as per this Addendum and
to be bound by the Letter Agreement (hereinafter the “Letter Agreement”), attached hereto as Exhibit K; (ii)
following Technical Failure under Section 1.93 of the Agreement and/or termination of OV’s rights under Section 5.6 of the
Agreement, to transfer to AFC all Regulatory Materials, Regulatory Approvals for Product(s), records and data related to any clinical
trials including ongoing, previously conducted, pending, prohibited or suspended trials, and (iii) assume the responsibilities
of OV as promisor to make payments on behalf of LP as provided in Exhibit L, according to the terms of this Addendum and
the Letter Agreement.


 






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(f) OV
agrees to require any licensee or sublicensee to agree to the terms of the Agreement as per this Addendum, and following Technical
Failure under Section 1.93 of the Agreement and/or termination of OV’s rights under Section 5.6 of the Agreement, to transfer
to AFC all Regulatory Materials, Regulatory Approvals for Product(s), records and data related to any clinical trials including
ongoing, previously conducted, pending, prohibited or suspended trials.


 


(g) If
AFC repays, restores, or returns, in whole or in part, any payment previously paid to AFC in full or partial satisfaction of any
obligation based on the responsibilities of OV or any of its successors or assigns, because the payment or transfer, or the incurrence
of the obligation so satisfied, is declared to be void, voidable, or otherwise recoverable under any state or federal law (collectively,
a “Voidable Transfer”), or because AFC elects to do so on the reasonable advice of its counsel in connection with
an assertion that the payment, transfer, or incurrence is a Voidable Transfer, then, as to any such Voidable Transfer, or the
amount thereof that AFC repays, restores, or returns, and as to all reasonable costs, expenses, and attorney’s fees of AFC
related thereto, the liability of OV or any of its successors or assigns will automatically and immediately be revived, reinstated,
and restored and will exist as though the Voidable Transfer had never been made.


 


(h) Upon
termination of the Agreement, OV agrees to transfer to AFC all Regulatory Materials, Regulatory Approvals for Product(s), records
and data related to any clinical trials including ongoing, previously conducted, pending, prohibited or suspended trials.


 


(i) OV
confirms that the Drug License and Development Agreement remains in full force and effect and OV has not given any notice of termination
to LP or of any notice of default by LP under the Drug License and Development Agreement.


 


3.10
Obligations of LP.


 


(a) LP
expressly designates AFC as a third party beneficiary of the Agreement as per this Addendum.


 


(b) LP
as the promisee, acknowledges and agrees that OV, as the promisor, shall make payments directly to AFC the intended beneficiary
of the Agreement as per this Addendum, as provided in Exhibit L.


 


(c) LP
confirms that the Drug License and Development Agreement remains in full force and effect and LP has not given any notice of termination
to OV or of any notice of default by OV under the Drug License and Development Agreement.


 


(d) LP
hereby grants to OV all rights and licenses granted to LP on the same terms and conditions such rights and licenses were granted
to LP under the Technology License Agreement, as modified by the terms of the AFC-OV Stand-by License Agreement; it being understood
and agreed that the Drug License and Development Agreement shall be subordinate to the Technology License Agreement.


 






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ARTICLE
4





DEVELOPMENT;
REGULATORY


 


4.12
(e) Prior to concluding any final Program Acquirer Agreement with a potential Program Acquirer, OV shall disclose such
potential Program Acquirer to LP and AFC including supplying an unredacted copy of all proposed contracts and documents
governing the transfer to the potential Program Acquirer (the ability to withhold such consent being the “Veto
Right”). Such consent shall not be unreasonably withheld, conditioned, or delayed; provided that the Program Acquirer
is not insolvent and/or has not filed for bankruptcy within any state, province, country or territory within the Territory
and has at least [***] dollars ($ [***] ) in cumulative proven sales of a pharmaceutical product. See Section 5.3 with regard
to OV’s obligations towards LP in the negotiation of Program Acquirer Agreement(s)


 


ARTICLE
5


PROGRAM
EXIT; ACQUISITION


 


ARTICLE
6

FINANCIALS


 


6.2
(j) Alternative Payment Structure. Prior to the entering into by OV of a Program Acquirer Agreement for the Territory or
a specific part of the Territory, OV shall provide LP with information about the payments, other than royalty payments (as LP’s
rights in respect of such are regulated by Section 6.3 below), to be made by the Program Acquirer to OV for the rights granted
under the Program Acquirer Agreement in question, e.g. milestone payments and other lump sum payments, such as upfront payments.
LP shall within fifteen (15) days of receipt of this information inform OV by a written notice whether LP in respect of the Program
Acquirer Agreement in question chooses to receive payments, where relevant, according to the milestone payment principles set
out in Section 6.2(a)-(h) above or whether LP chooses to receive alternative payments as per this Section 6.2(j). LP shall not
elect to receive alternative payments without AFC’s consent in writing. If LP elects to receive alternative payments, the
following provisions shall apply, to the extent applicable, in lieu of payments which would otherwise have to be made under 6.2(a)-(h):


 


(i)
The alternative payment structure entitles LP to receive (i) if LP has not exercised its Opt-In Rights, [***] percent  [***](%),
or (ii) if LP has exercised its Opt-In Rights, [***] percent [***]%), of all amounts, other than royalty payments,
received by or on behalf of OV from the [***] Program Acquirer, or from a Third Party paying on behalf of the Program
Acquirer, in consideration of the Program Acquirer Agreement after subtraction of any amounts paid or payable by OV on the
basis of the Program Acquirer Agreement (including in respect of receipt of payments thereunder) for VAT, other taxes
(including income taxes), and other fees and payments to Governmental Authorities, including in respect of the development or
distribution of the Products, and payments made by the Program Acquirer to compensate OV’s documented reasonable costs of any
kind, including Regulatory Costs (the “Alternative Payment Basis”).


 






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(ii) Payments
to LP as per the alternative payment structure shall be made by OV within thirty (30) days of OV’s receipt on account of any subject
payment(s) from the Program Acquirer.


 


(iii) LP’s
choice with regard to the application of the alternative payment structure is binding and irrevocable.


 


(iv) If
LP chooses to receive payment as per the alternative payment structure, LP shall, with regard to the Program Acquirer Agreement
in question and any clinical trials, research, Development, filings, etc. carried out by the Program Acquirer under the agreement,
have no right or claim against OV or the Program Acquirer in respect of any payment as per Section 6.2(a)-(h), irrespective that
the Program Acquirer Agreement in question may comprise the EU and/or the U.S. and irrespective that the Program Acquirer Agreement
may contain an obligation for the Program Acquirer to pay milestone payments in respect of milestone events identical or similar
to those set out in Section 6.2(a)-(h). This has the implication that LP will not have a right to receive, for example, payment
as per Section 6.2(c) if LP has elected to receive alternative payments. Notwithstanding the foregoing, LP shall, subject to Section
6.2(j)(vi), retain the option to receive alternative payments in respect of any Program Acquirer Agreement presented as per the
above after the receipt of a milestone payment from OV.


 


(v) If
LP does not provide written notice to OV of its election to receive alternative payments within the aforementioned fifteen (15)
Business Days period or if LP notifies OV that it for the Program Acquirer Agreement in question chooses to opt for application
of the payment principles set out in Section 6.2(a)-(h), the principles set out in Section 6.2(a)-(h) shall, where relevant, apply
in respect of the Program Acquirer Agreement in question and LP shall, in respect of the Program Acquirer Agreement in question,
have no right or claim for alternative payment as per this Section 6.2(j).


 


(vi)
In the event a Program Acquirer Agreement is presented after payment of one or more milestone payments under 6.2(a)-(e), the alternative
payment amount(s) otherwise payable to LP in respect of the Program Acquirer Agreement in question (calculated as per subsection
(iv) above) shall prior to payment to LP be reduced to the extent of any milestone payments already paid to LP by OV. For example,
if a Program Acquirer Agreement (having the U.S. as its applicable jurisdiction or part of its applicable jurisdiction) is presented
in accordance with this Section after OV has paid a milestone payment as per Section 6.2(a) for treatment of first patient in
a Phase 3 Clinical Trial, whether in the U.S. or in another jurisdiction, and OV has not yet filed for Regulatory Approval in
the U.S., and assuming LP has not exercised its Opt-In Rights, the calculated alternative payment amount shall be reduced by [***]
U.S dollars ($[***]) before payment to LP and LP shall only be entitled to receive the reduced amount. 6.10 Undertake Payments.
As consideration for AFC entering into the Letter Agreement and AFC’s modification of the Technology License Agreement with
LP, OV as promisor agrees to make the direct payments to AFC on behalf of LP as outlined in Exhibit L, solely to the extent
that OV is responsible to make the specified payments thereon to LANTERN under this Addendum (as this Addendum supersedes the
Drug License and Development Agreement). LANTERN acknowledges and agrees that such direct payments to AFC (or any designee) shall
reduce, dollar-for-dollar, the amounts which OV owes to LANTERN with respect to each such payment obligation specified in Exhibit
L.


 






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6.10
LANTERN hereby confirms that, on the EFFECTIVE DATE, it will make the following payments directly to AFC:


 


		1)	$[***]
in connection with OV’s obligation to pay a signing fee ($[***]) to Lantern (based on the [***]% royalty).



 





		2)	$[***] in
                                                                                                                                                                  connection with LP’s commitment of a $[***] license fee for Irofulven
                                                                                                                                                                  in 2016.



 


		3)	$[***] in connection with LP’s commitment of a $[***] license fee for Irofulven
                                         Analogues in 2016



 


		4)	$[***] in connection with Lantern’s ongoing commitment to pay the legal fees
                                         of AFC in negotiating (i) the Letter Agreement; (ii) Proprietary Information Agreement;
                                         (iii) addendum to Lantern Pharma-OV License Agreement; (iv) addendum to Technology License
                                         Agreement; and (v) Material Transfer Agreement.



 


		5)	$[***] in connection with Lantern’s ongoing commitment to pay the costs and fees of AFC supplying access to the LP Data Package this amount is to cover the January
                                         25-26 inspection of the LP Data Package.



 


6.11
Authorization for Payments. LP as promisee contracts with OV to make payments directly to AFC as a third party beneficiary
of this Addendum as outlined in Exhibit L. LP authorizes OV to make payments to AFC as outlined in Exhibit L to
the extent that OV is responsible to make payments to LP. For clarity LP authorizes OV to make the payment 1 listed in Exhibit
L in total directly to AFC before OV makes any payment to LP for entry into Phase 3 trials. For clarity LP authorizes OV to
make the payment 2 listed in Exhibit L in total directly to AFC before OV makes any payment to LP for U.S. NDA filing.
For clarity LP authorizes OV to make the payment 3 listed in Exhibit L in total directly to AFC before OV makes any payment
to LP for a U.S. FDA approval. For clarity LP authorizes OV to make the payment 4 listed in Exhibit L in total directly
to AFC before OV makes any payment to LP for a European NDA filing. For clarity LP authorizes OV to make the payment 5 listed
in Exhibit L in total directly to AFC before OV makes any payment to LP for European approval. For clarity LP authorizes
OV to make the payment 6 listed in Exhibit L in total directly to AFC before OV makes any payment to LP for appointment
of a First Program Acquirer and in the event that total payment is not fulfilled and subsequent Program Acquirer.


 


ARTICLE
7





INTELLECTUAL
PROPERTY


 


7.1 Ownership
of Inventions. Except as otherwise provided in this Section 7.1, (i) each Party shall own all inventions and Information
made solely by the respective employees, agents, and independent contractors of it and its Affiliates in the course of
conducting such Party’s activities under this Agreement (collectively, “Sole Inventions”), and (ii)
all inventions and Information that are conceived, reduced to practice, authored or otherwise made jointly by employees,
Affiliates, agents, or independent contractors of both Parties in the course of performing activities under this Agreement
(collectively, “Joint Inventions”) shall be owned jointly by the Parties in accordance with joint
ownership interests of co-inventors under the U.S. patent laws. Notwithstanding the foregoing, the Parties acknowledge that
AFC (the Third Party licensor of certain of the LP Patents), pursuant to its license agreement with LP, entered into prior to
the Effective Date in respect of certain LP Patents, may have certain claims to exclusive ownership rights to all
inventions, discoveries, improvements, and modifications, as well as all methods, processes, know-how and/or trade secrets
arising from, conceived or reduced to practice by either Party in the course of performing its obligations under this
Agreement (relating to the research, development, formulation, marketing and sale of the Products and Compounds), regardless
of whether generated by LP or OV, or an employee of either Party, where such performance is based on utilization of rights
under the LP Patent(s) covered by the license agreement between LP and AFC (the “Product-Related
Inventions”).


 






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ARTICLE
8


REPRESENTATIONS,
WARRANTIES AND COVENANTS


 


ARTICLE
9


INDEMNIFICATION


 


ARTICLE
10


CONFIDENTIALITY


 


ARTICLE
11


TERM
AND TERMINATION


 


ARTICLE
12


DISPUTE
RESOLUTION


 


ARTICLE
13


MISCELLANEOUS


 


13.1
Entire Agreement; Amendment. The Agreement, including the Exhibits thereto, and this Addendum , including the Exhibits hereto
set forth the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations,
conditions and understandings between the Parties hereto with respect to the subject matter hereof and supersedes, as of the Effective
Date, all prior agreements and understandings between the Parties including the Agreement with respect to the subject matter hereof,
including, the Existing Confidentiality Agreement to the extent as set out in Section 10.1. The foregoing shall not be interpreted
as a waiver of any remedies available to either Party as a result of any breach, prior to the Effective Date, by the other Party
of its obligations pursuant the Agreement or the Existing Confidentiality Agreement. There are no covenants, promises, agreements,
warranties, representations, conditions or understandings, either oral or written, between the Parties other than as are set forth
herein and therein. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the Parties
unless reduced to writing and signed by an
authorized officer of each Party. All Exhibits shall be subject to the terms and conditions of this Agreement. In the event of
any conflict or inconsistency between the terms of this Agreement and the terms of any Exhibit, the terms of this Agreement shall
govern. Any amendment of the Agreement and/or this Addendum that restricts, impairs or diminishes AFC’s rights in any manner
is expressly prohibited including any amendment that alters AFC’s status and/or rights as a third party beneficiary under
Sections 3.9 and 3.10 of this Addendum and/or AFC’s right to direct payment by OV under Section 6.10 as authorized by LP
under Section 6.11 of this Addendum and other entitlements under Section 7.1 of this Addendum.


 






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13.3
Notices. Any notice required or permitted to be given under the Agreement shall be in writing, shall specifically refer
to the Agreement, and shall be addressed to the appropriate Party at the address specified below or such other address as may
be specified by such Party in writing in accordance with this Section 0, and shall be deemed to have been given for all purposes
when received, if hand-delivered or by means of facsimile or other electronic transmission, or one Business Day after being sent
by a reputable overnight delivery service.


 


	 	If
    to OV:	Oncology
    Venture A/S
	 	 	Venlighedsvej
    1
	 	 	DK-2970
    Hørsholm
	 	 	Denmark
	 	 	Attention:
    	Dr.
    Peter Buhl Jensen, M.D.
	 	 	 	Chief
    Executive Officer
	 	 	 	 
	 	With
    a copy to:	Dechert
    LLP
	 	 	1900
    K Street, NW
	 	 	Washington, D.C. 20006-2401

                                                                                The United States of America

	 	 	Attention:
    	David
    E. Schulman, Esq.
	 	 	 	 
	 	And	Plesner
    Law Firm
	 	 	Amerika
    Plads 37
	 	 	DK-2100
    Copenhagen
	 	 	Denmark
	 	 	Attention:
    	Thomas
    Holst Laursen, Esq.
	 	 	 	 
	 	If
    to LP:	Lantern
    Pharma, Inc.
	 	 	211
    N Ervay St, Suite 404
	 	 	Dallas,
    TX 75201
	 	 	The
    United States of America
	 	 	Attn:
    Dr.	Arunkumar
    Asaithambi, Ph.D.
	 	 	 	Chief
    Executive Officer
	 	 	 	 
	 	With
    a copy to:	McGuireWoods
                                         LLP

                                                                                

	 	 	2000
    McKinney Ave., Suite 1400
	 	 	Dallas,
    TX 75201
	 	 	The
    United States of America
	 	 	Attention:	Darren
    Collins, Esq.
	 	 	


 






    11


     


    

 


Oncology
Venture-Lantern Pharma Irofulven License.


 


	 	If
    to: AFC:	AF
    Chemicals LLC
	 	 	5545 Coral Reef,

                                                                                La Jolla, CA 92037

	 	 	 	 
	 	AFC
    Payment to:	
	 	 	P.O.
    BOX 99213,
	 	 	San
    Diego, CA 92169
	 	 	 	 


 


13.5
Assignment and Succession. Except as expressly stated herein, neither Party may assign or transfer this Agreement or any
rights or obligations hereunder without the prior written consent of the other, except that a Party may make such an assignment
without the other Party’s consent to such Party’s Affiliate or to a successor (including Program Acquirer) in connection
with the transfer of (a) all or substantially all of the business of such Party relating to this Agreement, and/or (b) in the
case of OV, that portion of OV’s business to which this Agreement pertains (including OV’s rights and obligations
under this Agreement), whether by way of merger, sale of stock, sale of assets or other transaction. Any permitted successor or
assignee of an assigning Party’s rights and obligations hereunder shall, in writing to the other Party, expressly assume
performance of all of the assigning Party’s rights and obligations, see, however, Section 5.3 with regard to OV’s assignment
to a Program Acquirer. The LP Technology shall exclude any intellectual property held or developed by a permitted successor of
LP prior to the transaction in which it became a successor of such Party. This Agreement shall be binding on, and inure to the
benefit of, the respective successors-in-interest of the Parties and any permitted assignment shall be binding on the successors
of the assigning Party. Any assignment or attempted assignment by either Party in violation of the terms of this Section 0 shall
be null, void and of no legal effect. For purposes of clarity, this clause will not apply to AFC in the event that the Letter
Agreement becomes effective.


 


13.8
Third Party Beneficiaries. The Agreement will be binding upon and inure solely to the benefit of the Parties and their
successors and permitted assigns and no provision of this Agreement, express or implied, is intended to or will be deemed to confer
upon Third Parties any right, benefit, remedy, claim, liability, reimbursement, claim of action or other right of any nature whatsoever
under or by reason of this Agreement other than the Parties and, to the extent provided in Sections 9.1 and 9.2, the Indemnified
Parties, except that AFC is a third party beneficiary as per Section 3.9 and 3.10 with respect to payments under 6.10, 6.11 and
7.1. Without limitation, this Agreement will not be construed so as to grant employees of either party in any country any rights
against the other Party pursuant to the laws of such country.


 









    12


     


    

 


Oncology
Venture-Lantern Pharma Irofulven License.


 


13.16
Conditions Subsequent. Unless satisfactory completion of the following Conditions Subsequent has taken place no later than
sixty (60) days following the Effective Date, the individual Party shall be entitle to terminate the Agreement as per Section
11.5:


 


(a) Execution
of any required sub-contractor agreement between OV and MPI for the development and provision by MPI to OV of the DRP Biomarker
required for conduct of the Program.


 


(b) Satisfactory
completion by OV of its due diligence on the LP Data Package (and other LP Technology relevant to Irofulven and the conduct of
the Program), which due diligence may include on-site inspection, by OV or its designees, of the LP Data Package at LP’s
facilities and/or offsite document storage facilities, and discussions with the FDA and/or other Regulatory Authorities as necessary
and/or desirable to OV.


 


(c) This
Section is intentionally left blank.


 


(d) This
Section is intentionally left blank.


 


(e) The
Parties agree that Lantern’s obligations under Sections 13.16 (c) and (d) of this Agreement are extinguished or have been
met by virtue of the execution of (i) the Letter Agreement, (ii) this Addendum, and (iii) the addendum to the Technology License
Agreement dated February 8, 2016, and that any grounds for alleging breach of the agreement for which a Party currently has knowledge
have been fully resolved by virtue of the execution of the foregoing agreements and addenda .


 


Signature
Page to Follow


 






    13


     


    

 


FINAL
VERSION 2/8/16

CONFIDENTIAL


 


In
Witness Whereof, the
Parties have executed this Addendum in duplicate originals by the following signatures of their duly authorized officers as of
the Effective Date.


 


	On
    Cology Venture, A/S	 	Lantern
    Pharma, Inc.
	 	 	 	 	 
	By:	/s/
    Peter Buhl Jensen	 	By:	/s/
    Arunkumar Asaithambi
	 	Peter Buhl
    Jensen, M.D., Ph.D.	 	 	Arunkumar
    Asaithambi, Ph.D,
	 	Chief
                                         Executive Officer

        
	 	 	Chief
                                         Executive Officer

        

	 	 	 	 	 
	Date:

        
	 	 	Date:	02-10-2016




 






     


     


    

 


Oncology Venture-Lantern Pharma
Irofulven License.


 


EXHIBITS


 








	Exhibit H	 	TECHNOLOGY LICENSE AGREEMENT signed January 15, 2015
	 	 	 
	Exhibit I	 	
        Addendum to TECHNOLOGY LICENSE
AGREEMENT signed February 8, 2016

	 	 	 
	Exhibit J	 	DRUG LICENSE AND DEVELOPMENT AGREEMENT signed May 23, 2015
	 	 	 
	Exhibit K	 	Letter Agreement signed February 8, 2016
	 	 	 
	Exhibit L	 	Schedule of Payments




 






     


     


    

 


FINAL
VERSION 2/8/16

CONFIDENTIAL


 


Exhibit
H





Technology
License Agreement





By
and between LANTERN PHARMA, INC.


 


and


 


AF
CHEMICALS, LLC


January 15, 2015


 


[to
be appended pre-execution]


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


FINAL
VERSION 2/8/16

CONFIDENTIAL


 


Exhibit
I





Addendum
to Technology License Agreement


By and between LANTERN PHARMA, INC.


 


and


 


AF
CHEMICALS, LLC


 


[to
be appended pre-execution]





 


 


 


 


 


 


 


 


 


 


 


 


 







     


     


    

 


Oncology
Venture-Lantern Pharma Irofulven License.


 


Exhibit
J





DRUG
LICENSE AND DEVELOPMENT AGREEMENT


 





By
and between LANTERN PHARMA, INC.



 


and


 




ONCOLOGY VENTURE, APS


 




Dated May 23, 2015


 


[to
be appended pre-execution]





 


 


 


 


 


 


 


 


 


 


 


 







     


     


    

 


Oncology
Venture-Lantern Pharma Irofulven License.


 


Exhibit
K





Letter
Agreement


 


By
and between AF CHEMICALS, LLC


 


and


 


ONCOLOGY
VENTURE, APS


 


Dated February 8, 2016


 


[to
be appended pre-execution]





 


 


 


 


 


 


 


 


 


 


 


 


 







     


     


    

 


[***]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


[***]





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 








     


     


    

 


[***]





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









     


     


    

 


[***]





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









     


     


    

 


[***]





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









     


     


    

 


[***]





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









     


     


    

 


[***]





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 







     


     


    

 


[***]





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









     


     


    

 


Appendix
C


 


The
following is a list of ONCOLOGY VENTURE, APS (OV) payments to be made directly and in preference to AF Chemicals LLC (AFC) on
behalf of Lantern Pharma, Inc. (LP) at the time of the applicable payment to LP under the relevant sections of the Drug License
and Development Agreement by and between LP and OV, dated as of May 23, 2015, as amended February 8, 2016 and as further amended
from time to time, as enumerated below:


 


1)
$[***] prior to any payment by OV to Lantern upon treatment of the first patient in a Phase 3 Clinical Trial of a Product under
6.2(a) ($[***] plus [***]% of $[***] payment plus an additional $[***] payment - portion of the $[***]).


 


2)
$[***] prior to any payment by OV to Lantern upon first Filing of Regulatory Approval in the U.S. of a Product under 6.2(c) ($[***]
plus [***]% of $[***] payment plus an additional $[***] payment -portion of the $[***]).


 


3)
$[***] prior to any payment by OV to Lantern upon Regulatory Approval in the U.S. of a Product under 6.2(e) ($[***] plus [***]% of $[***] plus
an additional $[***] payment to AFC - portion of the $[***]).


 


4)
$[***] prior to any payment by OV to Lantern for the first Filing of Regulatory Approval in the EU under 6.2(b) ([***]% of $[***] payment
plus an additional $[***] payment - portion of the $[***]).


 


5)
$[***] prior to any payment by OV to Lantern for Regulatory Approval in the EU of a Product under 6.2(d) ($[***] (for Germany, France,
UK) plus[***] % of $[***] payment plus an additional payment of $[***] - portion of the $[***]).


 


6)
$[***] prior to any payment by OV to Lantern for the conclusion of a First Program Acquirer Agreement under Section 6.2(g) ([***]% of the $ [***] payment).


 


Note
that LP remains responsible for the 2017 and subsequent yearly licensing payments to AFC for Irofulven and Irofulven Analogues.


 






     


     


    

 


FINAL
VERSION 2/8/16

CONFIDENTIAL


 


Exhibit
L


SCHEDULE
OF PAYMENTS


 


The
following is a list of ONCOLOGY VENTURE, APS (OV) payments to be made directly and in preference to AF Chemicals LLC (AFC) on
behalf of Lantern Pharma, Inc. (LP) at the time of the applicable payment to LP under the relevant sections of the Drug License
and Development Agreement by and between LP and OV, dated as of May 23, 2015, as amended February 8, 2016 and as further amended
from time to time, as enumerated below:


 


1)
$[***] prior to any payment by OV to Lantern upon treatment of the first patient in a Phase 3 Clinical Trial of a Product under
6.2(a) ($[***] plus [***] % of $[***] payment plus an additional $[***] payment - portion of the $[***]).


 


2)
$[***] prior to any payment by OV to Lantern upon first Filing of Regulatory Approval in the U.S. of a Product under 6.2(c) ($[***] plus [***]% of $[***] payment plus an additional $ [***] payment - portion of the $[***]).


 


3)
$ [***] prior to any payment by OV to Lantern upon Regulatory Approval in the U.S. of a Product under 6.2(e) ($[***] plus [***]% of $[***] plus an additional $[***] payment to AFC - portion of the $[***]).


 





4)
$ [***] prior to any payment by OV to Lantern for the first Filing of Regulatory Approval in the EU under 6.2(b) ([***]% of $[***] payment plus an additional $[***] payment - portion of the $[***] ).


 


5)
$[***] prior to any payment by OV to Lantern for Regulatory Approval in the EU of a Product under 6.2(d) ($[***] (for Germany,
France, UK) plus [***]% of $[***] payment plus an additional payment of $[***] - portion of the $[***]).


 


6)
$[***] prior to any payment by OV to Lantern for the conclusion of a First Program Acquirer Agreement under Section 6.2(g) ([***]% of the $[***] payment).


 


Note
that LP remains responsible for the 2017 and subsequent yearly licensing payments for Irofulven and Irofulven Analogues.